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/raid1/www/Hosts/bankrupt/TCR_Public/110418.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 18, 2011, Vol. 14, No. 107 Headlines 1801 ROBERT: Case Summary & 2 Largest Unsecured Creditors AES THAMES: Court OKs FTI Consulting as Panel's Financial Advisor AES THAMES: Court Approves Blank Rome as Committee's Counsel AES THAMES: Wins Nod for Murtha Cullina as Special Counsel AGE REFINING: Court Okays $41MM Asset Sale to NuStar Energy AIRTRAN HOLDINGS: Informs Holders of 7% Notes on Southwest Merger ALBERS MILL: Case Summary & 20 Largest Unsecured Creditors ALLY FINANCIAL: Inks Consent Order With Federal Reserve's Board AMERICA WEST: Denly Utah Discloses 40.9% Equity Stake AMR CORP: To Announce First Quarter Results on Wednesday AMSCAN HOLDINGS: Reports $49.43 Million Net Income in 2010 BAKERS FOOTWEAR: Terminates Registration of 2.64MM Common Shares BANKATLANTIC BANCORP: Fails to Comply NYSE's Listing Standard BARNES BAY: Real Estate Funds Want Chapter 11 Subpoena Nixed BARTOW COUNTY BANK: Closed; Hamilton State Assumes All Deposits BEAR ISLAND: Plan Filing Exclusivity Extended Until July 1 BLANCO VELEZ: Case Summary & 20 Largest Unsecured Creditors BLOSSOM VALLEY: Disclosure Statement Hearing on May 5 BORDERS GROUP: Has OK to Hire Deloitte Consulting BORDERS GROUP: Has OK to Hire Deloitte Tax as Advisor BORDERS GROUP: Wins Approval for Mercer as Compensation Advisor BORDERS GROUP: Committee Has Nod for Lowenstein as Counsel BRUNDAGE-BONE: Plan Confirmation Hearing Continued to April 29 CABI SMA: Employs Cascade Capital Group as Financial Advisor CABI SMA: Court Affirms is "Single Asset Real Estate" Status CABI SMA: U.S. Trustee Will Not Appoint Creditors Committee CAFE BELO: Voluntary Chapter 11 Case Summary CATHOLIC CHURCH: Davenport Trust Objects to New Evidence at Trial CATHOLIC CHURCH: Milw. Committee Proposes Rule 2004 Discovery CHINA CENTURY: Murray, Frank & Sailer Begins Probe on Fraud Claims CINCINNATI BELL: Fitch Affirms 'B' Issuer Default Rating CMHA-TCB I: Asks for Court OK to Hire Reznick Group as Accountants CMHA-TCB V: Asks for Court OK to Hire Reznick Group as Accountants COMMERCIAL VEHICLE: Prices $250MM of Sr. Secured Notes at Par COMPLIANCE SYSTEMS: Incurs $684,840 Net Loss in 2010 COMSTOCK MINING: Restates Q3 Financials to Correct Errors CONCORD INT'L: Former Director Susan Davis Faces Fraud Charges CONVERSION SERVICES: Amends 2008 Loan Pact With Access Capital CROWN FOREX: Receiver Blasts BofA, UBS, Others CYTOCORE INC: Incurs $2.09 Million Net Loss in 2010 DAIS ANALYTIC: Common Shares Sell at $0.40 Apiece on April 11 DAIS ANALYTIC: Restates Employment Pact With T. Tangredi DAMON PURSELL: BOW Files Competing Plan; Hearing Set for April 26 DAZ VINEYARDS: Disclosure Statement Hearing Set for June 29 DBSD N.A.: Files Second Reorganization Plan DIGITILITI INC: Incurs $6.41 Million Net Loss in 2010 EFD LTD: Asks for Court OK to Hire Homann Taube as Bankr. Counsel ENERGY FUTURE: TCEH Receives Consents to Amend 2007 Credit Pact ENERGY FUTURE: Intends to Offer $1.72BB Sr. Notes Due 2010 ENERGY FUTURE: Prices $1.75-Bil. Notes at 99.295% of Face Value EQK BRIDGEVIEW: Land Swap Didn't Adequately Protect BofA EVERGREEN ENERGY: To Sell Boiler Island to MR&E for $2.9 Million FB&F ENTERTAINMENT: Files for Chapter 11 Bankruptcy Protection FOOTPRINTS TRANSPORTATION: Voluntary Chapter 11 Case Summary GAS CITY: Has Go-Signal to Sell Assets for $135 Million GLOBAL CROSSING: STT Crossing Discloses 60.2% Equity Stake GLOBAL CROSSING: Extends Term of KMPP to December 2012 GLOBAL CROSSING: Inks Pact & Plan of Amalgamation With Level 3 GREAT ATLANTIC & PACIFIC: Retirees Want Own Official Committee GREAT ATLANTIC & PACIFIC: Proposes "Dark" Store Lease Procedures GREAT ATLANTIC & PACIFIC: Files Schedules of Assets & Debts GREYSTONE LOGISTICS: Delays Filing of Feb. 28 Form 10-Q GULF FLEET: Got Disclosure Statement OK; Plan Hearing on April 26 GULF FLEET: Sells 3 Vessels to Multimpex for $2.2-Mil. HARKERS HOLLOW: Case Summary & 20 Largest Unsecured Creditors HARRY & DAVID: Proposes Richards Layton as Co-Counsel HARRY & DAVID: Wants to Hire McKinsey as Management Consultant HD SUPPLY: Incurs $619-Mil. Net Loss in Yr. Ended Jan. 30 HERITAGE BANKING: Closed; Trustmark National Assumes All Deposits HERITAGE CONSOLIDATED: Has Cash Collateral Access Until Apr. 30 IL LUGANO: Seeks to Sell Condominium Unit #1208 for $625,000 INDIANAPOLIS DOWNS: Wants Lazard Freres as Investment Banker INDIANAPOLIS DOWNS: Taps Kobi Partners to Provide CRO INDIANAPOLIS DOWNS: Taps Robert E. Neiman as Special Counsel INDIGO-ENERGY: Unable to File Form 10-K Due to Financial Woes INTEGRA BANK: To Sell Integra Wealth Management & Trust Division JNL Funding: Disclosure Statement Hearing Set for April 27 JOHNSON BROADCASTING: Court Confirms Chap. 11 Reorganization Plan KH FUNDING: Committee Seeks to Retain BDO as Financial Advisor KH FUNDING: Has Until July 1 to Decide on Colewood Lease KH FUNDING: Obtains Approval to Sell Snider Lane Property L & T MACHINING: Case Summary & 20 Largest Unsecured Creditors LA JOLLA PHARMACEUTICAL: Incurs $3.76 Million Net Loss in 2010 LACK'S STORES: Gets Okay of Victoria Property Sale for $2.2MM LAS VEGAS MONORAIL: Disclosure Statement Hearing Moved to May 25 LEHMAN BROTHERS: Paulson to Present Rival Plan at June 28 Hearing LEHMAN BROTHERS: Defends Plan Confirmation Discovery Process LEHMAN BROTHERS: Barclays Seeks to Confirm Brokerage Assets' Value LENNY DYKSTRA: Faces Fed Suit Over Embezzlement LEVEL 3 COMMS: Inks Agreement & Plan of Amalgamation With Global LEVI STRAUSS: J. Calhoun Resigns as EVP & Pres. of Global Dockers MCGINNIS LAND: Court Dismisses Chapter 11 Cases MGM RESORTS: Inks Pact to Obtain 51% Ownership of MGM China MOHEGAN TRIBAL: Posts March Statistical Report for Mohegan Sun MONTEBELLO, CA: Interim Administrator Cosentini Steps Down MSR RESORT: Section 341(a) Meeting Moved to April 26 NASDAQ OMX: May Get Junk Rating if Euronext Bid Is Raised NEW HORIZONS BANK: Closed; Citizens South Assumes All Deposits NEXITY BANK: Closed; AloStar Bank Assumes All Deposits NEXITY FINANCIAL: Seeking Fresh Capital From P/E Firms NOVELOS THERAPEUTICS: Reports $2.09 Million Net Income in 2010 NPS PHARMACEUTICALS: To Offer 11MM Common Shares at $9.00 Apiece OLDE PRAIRIE: Can't Pay DIP Financing Expenses Using JMB Funds OLSON AND IMHOFF: Case Summary & 2 Largest Unsecured Creditors OMEGA OPTICAL: Voluntary Chapter 11 Case Summary OVERLAND STORAGE: Regains Compliance With NASDAQ Requirements PATIENT SAFETY: Reports $2.00 Million Net Income in 2010 PHILADELPHIA ORCHESTRA: Files for Bankruptcy After 111 Years PHILADELPHIA ORCHESTRA: Voluntary Chapter 11 Case Summary PHOENIX FOOTWEAR: Incurs $1.70 Million Net Loss in 2010 PINE MOUNTAIN: U.S. Trustee Wants Case Dismissed or Converted POINT BLANK: Security Holders Committee Seeks Hearing Continuation QWEST COMMUNICATIONS: Terminates Registration of Common Shares RADIENT PHARMACEUTICALS: Needs Additional Time to File Form 10-K RAY ANTHONY: Wins Approval to Hire Smith Adams as Special Counsel RAY ANTHONY: Wins Approval to Hire Lydecker as Special Counsel REACH ACADEMY: Financially Insolvent; Receiver Sought REDGATE PROPERTIES: Case Summary & 9 Largest Unsecured Creditors ROMIO'S FRANCHISE: Changes Name to Kebella's Pizza on May 1 ROSEMOUNT NAT'L: Closed; Central Bank Stillwater Assumes Deposits SANITARY AND IMPROVEMENT: Files Chapter 9 Petition SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List SANSWIRE CORP: Invited by DoD to Conduct Testing of Argus One SEAHAWK DRILLING: Proposes $2.3MM Bonus Package for Execs SEQUOIA PARTNERS: Replaces Michael Bird in Creditors' Committee SMITHVILLE CROSSING: Southport, N.C. Shopping Center in Ch. 11 SOUTHLAKE AVIATION: Wants Case Dismissed After Recovering Jet STAFFORD FURNITURE: Sports Center's Future Puts in Limbo STATION CASINOS: Affiliates File for Ch. 11 for Green Valley Sale STATION CASINOS: U.S. Govt. Appeals No Tax Liability Ruling SUPERIOR BANCORP: Delays 10-K Report; Has Nasdaq Non-Compliance SUPERIOR BANK: Closed; Superior Bank NA Assumes All Deposits SUSTAINABLE ENVIRONMENT: Sees $2.3MM in Sales From DIW for 2011 T3 MOTION: Maturity of Immersive's P-Note Extended to April 30 TASTY BAKING: Amends Rights Agreement With American Stock TAYLOR BEAN: Former CEO Details Failed Scheme to Take TARP Funds TBG DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors TELETOUCH COMMUNICATIONS: Incurs $942,000 Net Loss in Feb. 28 Qtr. TELKONET INC: Board OKs Indemnification Pact With R. Mushrush TELTRONICS INC: 530,000 Stock Options of Two Officers Expires TRANS ENERGY: Reports $17.92 Million Net Income in 2010 TREVOR DAVIS: Estranged Wife Wants Chapter 11 Trustee Appointed TRIDIMENSION ENERGY: To Present Plan for Confirmation April 28 ULTIMATE ACQUISITION: Closes Tigard, All Other Stores US AIRWAYS: Bankr. Ct. Says $60 Mil. Holcome Claim Not Moot V-100 LLC: Voluntary Chapter 11 Case Summary WATERSCAPE RESORT: Taps Troutman Sanders as Bankruptcy Counsel WAYSIDE RD.: Case Summary & 4 Largest Unsecured Creditors WECK CORP: Creditors Will Get 3% to 7% Under Liquidation Plan WESTCLIFF MEDICAL: Exclusive Plan Filing Deadline Moved to June 13 WEST CORP: No Public Market of Common Shares Exists WESTERN APARTMENT: Taps O'Connor Playdon as General Counsel WESTMORELAND COAL: Amends Form S-1 for 3,766,715 Shares WOLVERINE TUBE: Seeks Exclusivity Extension After PBGC Deal XSTREAM SYSTEMS: Organizational Meeting Set for April 21 ZALE CORP: SEC Completes Investigation, Takes No Action * 6 Lenders Fail Friday as Year's Closings Reach 34 * Regional Banks Still in "Precarious and Difficult," Analyst Says * Big Banks Face Fines for Foreclosure Mess * Two Defaults Last Week Drive S&P's Global Tally to 6 * S&P: Consumers Starting to Releverage While Still Deleveraging * S&P: US CLO Performance Still Improving in 2011 * BOND PRICING -- For Week From April 11 to 15, 2011 ********* 1801 ROBERT: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 1801 Robert Fulton Drive, LLC c/o 1801 Robert Fulton Drive SPE, Inc., Mgr. Attn: Ronald P. Salerno, President 11490 Commerce Park Drive, Suite 320 Reston, VA 20191 Bankruptcy Case No.: 11-12753 Chapter 11 Petition Date: April 14, 2011 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Stephen S. Mitchell Debtor's Counsel: Robert M. Marino, Esq. REDMON PEYTON & BRASWELL, LLP 510 King Street, Suite 301 Alexandria, VA 22314-3143 Tel: (703) 684-2000 Fax: (703) 684-5109 E-mail: rmmarino@rpb-law.com Scheduled Assets: $3,352,827 Scheduled Debts: $704,304 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/vaeb11-12753.pdf The petition was signed by Ronald P. Salerno, president of 1801 Robert Fulton Drive SPE, Inc., its manager. AES THAMES: Court OKs FTI Consulting as Panel's Financial Advisor ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors of AES Thames LLC to retain FTI Consulting Inc. as its restructuring and financial advisor. The firm will assist the Committee in the review of financial relates disclosures required by the Court including schedules of assets and liabilities, and statement of financial affairs, monthly operating reports, among other things. The firm will be paid a fixed monthly basis of $75,000 for the first month, and $50,000 per month thereafter, and a completion fee of $150,000, plus reimbursement of actual and necessary expenses. The firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About AES Thames Uncasville, Connecticut-based AES Thames, L.L.C., owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10334) on Feb. 1, 2011. The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led AES Thames to seek bankruptcy protection. The Debtor disclosed $156,747,507 in total assets, and $5,929,775 in total liabilities as of the Chapter 11 filing. The Debtor is represented by Adam G. Landis, Esq., at Landis Rath & Cobb LLP. Murtha Cullina LLP is the Debtor's special counsel. The Debtor has selected Houlihan Lockey Capital, Inc., as its financial advisor and investment banker. The Blank Rome LLP serves as counsel to the Official Committee of Unsecured Creditors. AES THAMES: Court Approves Blank Rome as Committee's Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors of AES Thames LLC to retain Blank Rome LLP as its counsel to perform services for the Committee in connection with carrying out its fiduciary duties and responsibilities under the Bankruptcy Code. The firm will be paid based on the hourly rates of its professionals: Professionals Hourly Rates ------------- ------------ Regina Kelbon, Esq. $625 John Lucian, Esq. $475 Alan M. Root, Esq. $280 Kathleen Senese, Esq. $250 Designations Hourly Rates ------------ ------------ Counsel & Partner $475-$700 Associates $280-$425 Paralegal $220-$285 The Committee assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About AES Thames Uncasville, Connecticut-based AES Thames, L.L.C., owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10334) on Feb. 1, 2011. The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led AES Thames to seek bankruptcy protection. The Debtor disclosed $156,747,507 in total assets, and $5,929,775 in total liabilities as of the Chapter 11 filing. The Debtor is represented by Adam G. Landis, Esq., at Landis Rath & Cobb LLP. Murtha Cullina LLP is the Debtor's special counsel. The Debtor has selected Houlihan Lockey Capital, Inc., as its financial advisor and investment banker. The Blank Rome LLP is counsel and FTI Consulting Inc. serves as restructuring and financial advisor to the Official Committee of Unsecured Creditors. AES THAMES: Wins Nod for Murtha Cullina as Special Counsel ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized AES Thames LLC to employ Murtha Cullina LLP as its special counsel. The firm will provide services requested by the Debtor, including but not limited to, environmental, energy, state and local tax, employment, real estate, financing, litigation and other services involving Connecticut law. The current rates of the firm's partners range from $310 to $630 per hour; associates and counsel range from $220 to $400 per hour; and paralegals range from $180 to $240 per hour. The Debtor assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About AES Thames Uncasville, Connecticut-based AES Thames, L.L.C., owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10334) on Feb. 1, 2011. The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led AES Thames to seek bankruptcy protection. The Debtor disclosed $156,747,507 in total assets, and $5,929,775 in total liabilities as of the Chapter 11 filing. The Debtor is represented by Adam G. Landis, Esq., at Landis Rath & Cobb LLP. Murtha Cullina LLP is the Debtor's special counsel. The Debtor has selected Houlihan Lockey Capital, Inc., as its financial advisor and investment banker. FTI Consulting Inc. serves as restructuring and financial advisor to the Official Committee of Unsecured Creditors. AGE REFINING: Court Okays $41MM Asset Sale to NuStar Energy ----------------------------------------------------------- NuStar Energy L.P. has agreed to purchase certain refining and terminal assets of AGE Refining from the Chapter 11 Bankruptcy trustee for $41 million excluding net working capital. NuStar received clearance from the bankruptcy court yesterday to proceed with the purchase, and the company expects to close on the acquisition on April 19. "This relatively small transaction is a great acquisition for our investors, employees and community," said Curt Anastasio, President and CEO of NuStar Energy L.P. and NuStar GP Holdings, LLC. "We expect the refinery to generate attractive returns, and it is projected to be immediately accretive to our earnings and distributable cash flow. And we can lock in guaranteed margins through the futures market for crude, distillates and gasoline- related products for the next three to four years." The AGE refinery is a low-cost 14,500 barrel per day refinery based on the South Side of San Antonio, which has been operating near capacity since the March 9 completion of a state-of-the-art, seven-bay truck loading rack. The acquisition also includes a 200,000-barrel terminal in Elmendorf, Texas. The refinery purchases and processes crude oils and condensates from across South Texas, including the rapidly developing Eagle Ford Shale. It produces and sells various products, including jet fuels, ultra-low sulfur diesel (ULSD), naphtha, reformates, liquefied petroleum gas (LPG), specialty solvents and other highly specialized fuels, to commercial and retail customers and the U.S. military. "The refinery's proximity to the Eagle Ford Shale is big plus," said Anastasio. "The light crude oil that is coming out of the Eagle Ford Shale is well-suited to the refinery and it is in our backyard so our transportation costs are low. We expect this will provide a significant economic benefit because we're able to take advantage of these lower cost South Texas sweet crudes and realize transportation cost savings which will enhance the refinery's profitability. "We are very excited about acquiring this refinery because it's great news for our hometown of San Antonio. We are looking forward to investing in the refinery and working with the AGE employees to ensure the plant meets the highest standards for safety, environmental stewardship and reliability. We have a lot of refining expertise in-house and our employees have a strong record for safety and environmental excellence. So we are well- positioned to not only improve the plant's operations, but also to maximize its profitability. "We are also looking forward to bringing aboard all of the employees. We think they'll enjoy working for NuStar because when we make an acquisition we always invest more in the facilities, employees and the community than the previous owners. In fact, the AGE employees will realize immediate and substantial improvements in their combined compensation and benefits when they join our company," said Anastasio. AGE filed for Chapter 11 bankruptcy protection on Feb. 8, 2010, and the company has been in the midst of a court-supervised sales process. "Operating in bankruptcy for over a year has been a great challenge for the employees of AGE Refining and I applaud their perseverance," said Eric Moeller, the Chapter 11 Bankruptcy Trustee. "We are very pleased that a company of NuStar's caliber has agreed to buy these assets. NuStar not only offered a good purchase price, but is a financially strong and growing company with the resources and expertise to invest in the refinery, run it safely and reliably, serve as a good neighbor, and provide the employees with outstanding compensation and benefits. NuStar also has a track record of taking care of all of the stakeholders when it makes an acquisition. This agreement represents a major milestone as we bring the bankruptcy to a positive conclusion for everyone involved," Mr. Moeller said. * * * Dow Jones' DBR Small Cap reports that AGE Refining has obtained approval from the bankruptcy court to sell its assets to NuStar Energy LP out of Chapter 11 bankruptcy protection. About NuStar Energy L.P. NuStar Energy L.P. -- http://www.nustarenergy.com/-- is a publicly traded, limited partnership based in San Antonio, with 8,417 miles of pipeline; 90 terminal and storage facilities that store and distribute crude oil, refined products and specialty liquids; and two asphalt refineries with a combined throughput capacity of 104,000 barrels per day. The partnership's combined system has over 94 million barrels of storage capacity. One of the largest asphalt refiners and marketers in the U.S. and the second largest independent liquids terminal operator in the nation, NuStar has operations in the United States, Canada, Mexico, the Netherlands, the United Kingdom and Turkey. About Age Refining Age Refining, Inc. owns a refinery in San Antonio, Texas. It manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No. 10-50501) on Feb. 8, 2010. Aaron Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq., t Cox Smith Matthews Incorporated, represent the Chapter 11 debtor. The Company estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities in its bankruptcy petition. Eric Moeller has been named chapter 11 trustee to take management of the Debtor from Chief Executive Glen Gonzalez. In November 2010, the trustee filed suit against Mr. Gonzalez, alleging he breached his fiduciary duty by dipping into Company coffers for his personal use while paying himself an excessive salary and stock distributions, according to My San Antonio. AIRTRAN HOLDINGS: Informs Holders of 7% Notes on Southwest Merger ----------------------------------------------------------------- AirTran Holdings, Inc., filed a Schedule TO with respect to the mailing of a notice to the holders of its 7% Convertible Senior Notes due 2015 as required under the indenture for the 7% Notes and in connection with the proposed merger of a wholly-owned subsidiary of Southwest Airlines Co. with and into the Company, with the Company surviving as a wholly-owned subsidiary of Southwest. If the Merger occurs, a tender offer statement on Schedule TO will be filed with the Securities and Exchange Commission in connection with the obligation to offer to repurchase the Notes as a result of the Fundamental Change. About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion in total assets, $1.64 billion in total liabilities, and $539.36 million in total stockholders' equity. * * * AirTran carries 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. It has 'B-' issuer credit ratings from Standard & Poor's. At the end of September 2010, Moody's said it has placed AirTran's corporate family rating under review for possible upgrade, after the announcement that Southwest Airlines, Inc., has entered into a definitive agreement to acquire 100% of the outstanding common stock of AirTran for cash and common stock totaling $1.4 billion. On Sept. 27, 2010, AirTran announced that it reached an agreement to sell itself to higher-rated Southwest Airlines for cash and Southwest stock. Southwest values the transaction at $3.2 billion including assumed AirTran debt and aircraft leases. Southwest forecasts annual revenue and cost synergies exceeding $400 million once the airlines' operations are combined by 2013. Southwest also sees one-time transaction costs of $300 million to $500 million. The companies indicated that a closing would not occur until sometime in the first half of 2011. Standard & Poor's credit analyst Philip Baggaley said in September 2010, "the combination would weaken Southwest's financial profile, which S&P characterize as intermediate -- the strongest among rated U.S. airlines. Mr. Baggaley said, "Southwest's operating and financial performance has improved in 2010, with EBITDA interest coverage increasing to 4.6x for the 12 months ended June 30, 2010, from 3.6x a year earlier and funds from operations to debt increasing to 20% from 12%. While these are still below appropriate levels for the rating category, S&P expects the improving operating trend to result in increasing levels over the next several quarters. AirTran has substantial operating lease commitments (around $2 billion), since, unlike Southwest, it does not own many of its aircraft. These commitments would be assumed by Southwest, significantly increasing its lease-adjusted debt obligations." ALBERS MILL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Albers Mill LLC 1821 Dock Street, Suite 103 Tacoma, WA 98402 Bankruptcy Case No.: 11-42886 Chapter 11 Petition Date: April 12, 2011 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 500 Union St., Suite 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: feinstein2010@gmail.com Scheduled Assets: $7,423,338 Scheduled Debts: $11,823,229 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb11-42886.pdf The petition was signed by Grace Pleasants, managing member of Albers Mill Investments LLC, Debtor's managing member. ALLY FINANCIAL: Inks Consent Order With Federal Reserve's Board --------------------------------------------------------------- Each of Ally Financial Inc., Ally Bank, Residential Capital, LLC, and GMAC Mortgage LLC entered into a Consent Order with the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation. The Order is a result of the ongoing investigations into procedures followed by mortgage servicing companies and banks in connection with mortgage foreclosure home sales and evictions. A full-text copy of the Consent Order is available for free at: http://is.gd/6rxlST About Ally Financial Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/ -- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. * * * In January 2011, Standard & Poor's Ratings Services raised its rating on the preferred stock of Ally Financial Inc. (Ally; B/Stable/C) to 'CC' from 'C'. The ratings firm noted that Ally improved its liquidity position and alleviated some funding pressure at its holding Company in recent months, making it easier to meet obligations on its preferred stock. Nevertheless, the Company faces significant debt maturities at its holding Company in 2011 and 2012, which is reflected in the 'CC' rating. In February 2011, Moody's Investors Service upgraded the issuer and senior unsecured ratings of Ally Financial Inc. and its supported subsidiaries to B1 from B3. Concurrently, Moody's upgraded the senior secured (second lien) and senior unsecured ratings of mortgage finance subsidiary Residential Capital LLC to Caa3 and Ca, respectively, from C. The rating outlook for both Ally and ResCap is stable. Moody's said the Ally and ResCap upgrades reflect a decline in ResCap's exposure to portfolio under-performance and mortgage repurchase risks and an associated decrease in contingent risks to Ally relating to its support of ResCap. Additional factors supporting Ally's upgrade include its strengthened liquidity and capital positions and prospects for continued profitability in its core auto finance and mortgage businesses based upon positive asset quality performance trends. AMERICA WEST: Denly Utah Discloses 40.9% Equity Stake ----------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Denly Utah Coal, LLC, and its affiliates disclosed that they beneficially own 21,467,884 shares of common stock of America West Resources, Inc., representing 40.9% of the shares outstanding. The percentage of total shares is based on the assumption that there are 52,443,560 shares of common stock outstanding, which is 42,029,836, the number of shares of the Company outstanding as of April 14, 2011 according to the Company, plus 10,413,724, the number of shares of Common Stock covered by derivative securities of the Issuer owned by the Company as of March 31, 2011. A full-text copy of the filing is available for free at http://is.gd/RshUcr About America West Based in Salt Lake City, Utah, America West Resources, Inc., is an established domestic coal producer engaged in the mining of clean and compliant (low-sulfur) coal. The majority of the Company's coal is sold to utility companies for use in the generation of electricity. The Company's balance sheet at Sept. 30, 2010, showed $17.55 million in total assets, $28.50 million in total liabilities, and a stockholders' deficit of $10.94 million. As reported in the Troubled Company Reporter on April 27, 2010, MaloneBailey, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has a working capital deficit and has incurred significant losses. The Company reported a net loss of $8.70 million on $11.01 million of revenue for 2009, compared with a net loss of $6.58 million on $7.30 million of revenue for 2008. AMR CORP: To Announce First Quarter Results on Wednesday -------------------------------------------------------- AMR Corporation anticipates announcing first quarter 2011 earnings on Wednesday, April 20, 2011. In conjunction with the announcement, on that date AMR will host a conference call with the financial community at 2 p.m., Eastern Time. During this conference call, senior management of AMR will review, among other things, details of AMR's first quarter financial results, the industry environment, recent strategic initiatives, the revenue environment, cash flow results, liquidity measures, capital requirements and will provide an outlook for the future. A live webcast of this call will be available on the Investor Relations page of the American Airlines Web site http://www.aa.com/ A replay of the webcast will also be available for several days following the call. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet at Dec. 31, 2010, showed $25.09 billion in total assets, $29.03 billion in total liabilities and a $3.94 billion stockholders' deficit. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings, 'Caa1' corporate family and probability of default ratings from Moody's, and a 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. AMSCAN HOLDINGS: Reports $49.43 Million Net Income in 2010 ---------------------------------------------------------- Amscan Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting net income of $49.43 million on $1.60 billion of total revenues for the year ended Dec. 31, 2010, compared with net income of $62.75 million on $1.48 billion of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $1.65 billion in total assets, $1.38 billion in total liabilities, $18.09 million in redeemable common securities, and $256.42 million in total stockholders' equity. A full-text copy of the Annual Report is available for free at: http://is.gd/Zke4c0 About Amscan Holdings Based in Road Elmsford, New York, Amscan Holdings, Inc., designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. The Company also operates retail party goods and social expressions supply stores in the United States under the names Party City, Party America, The Paper Factory, Halloween USA and Factory Card & Party Outlet, and franchises both individual stores and franchise areas throughout the United States and Puerto Rico principally under the names Party City and Party America. The Company is a wholly owned subsidiary of AAH Holdings Corporation. * * * Amscan Holdings carries Standard & Poor's Ratings Services' 'B' corporate credit rating, and Moody's Investors Service's 'B2' Corporate Family and Probability of Default Ratings. As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B' rating after the Company stated that it will use the proceeds from the proposed term loan facility to pay a roughly $310 million special dividend to its equity sponsors and repay borrowings under its existing term loan facility ($342 million outstanding as of Sept. 30, 2010). "The affirmation of Amscan's credit ratings reflect S&P's view that, following payment of its debt-financed dividend payment to its equity sponsors," said Standard & Poor's credit analyst Linda Phelps, "it will have a highly leveraged financial risk profile and its financial policy has become more aggressive." BAKERS FOOTWEAR: Terminates Registration of 2.64MM Common Shares ---------------------------------------------------------------- Bakers Footwear Group, Inc., filed with the U.S. Securities and Exchange Commission Post-Effective Amendments to Form S-3 registration statements relating to the issuance of: (a) 400,000 shares of common stock; (b) 1,591,000 shares of common stock; and (c) 653,331 shares of common stock. The purpose of the Amendments is to deregister the securities remaining unsold, if any, under the Registration Statements. The offerings contemplated by the Registration Statements have terminated by virtue of the expiration of the Company's contractual obligations to maintain the effectiveness of the Registration Statement. About Bakers Footwear St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin Board: BKRS.OB) is a national, mall-based, specialty retailer of footwear and accessories for young women. The Company's merchandise includes private label and national brand dress, casual and sport shoes, boots, sandals and accessories. As of Oct. 30, 2010, the Company operated 236 stores, including 220 Bakers stores and 16 Wild Pair stores located in 35 states. The Company reported a net loss of $9.29 million on $185.62 million of net sales for the 52 weeks ended Jan. 29, 2011, compared with a net loss of $9.08 million on $185.37 million of net sales for the 52 weeks ended Jan. 30, 2010. The Company's balance sheet at Jan. 29, 2011, showed $48.01 million in total assets, $53.99 million in total liabilities, and a $5.98 million shareholders' deficit. As reported in the Troubled Company Reporter on May 4, 2010, Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern, following its results for the fiscal year ended Jan. 30, 2010. The independent auditors noted that the Company has incurred substantial losses from operations in recent years and has a significant working capital deficiency. Bakers Footwear reported a net loss of $9.1 million on $185.4 million of revenue for the fiscal year ended Jan. 30, 2010, compared with a net loss of $15.0 million on $183.7 million of revenue for the year ended Jan. 31, 2009. BANKATLANTIC BANCORP: Fails to Comply NYSE's Listing Standard ------------------------------------------------------------- BankAtlantic Bancorp, Inc., announced that NYSE Regulation, Inc., by letter dated April 6, 2011, notified the Company that its Class A Common Stock did not satisfy one of the standards for continued listing on the New York Stock Exchange. The NYSE requires a listed company's stock to maintain an average closing price per share in excess of $1.00 for a consecutive 30-trading-day period. As of March 31, 2011, the average closing price per share of the Company's Class A Common Stock over the preceding 30-trading-day period was $0.98. Under the NYSE's rules, the Company has a period of six months, subject to possible extension, to bring its share price and 30- trading-day average share price back over $1.00. The Company's Class A Common Stock will continue to be listed and traded on the NYSE during this period, subject to the Company's compliance with other continued listing standards of the NYSE. The Company plans to notify the NYSE that it anticipates that this deficiency will be cured and that it will return to compliance with the NYSE's minimum share price continued listing standard, and the NYSE has agreed to work with the Company through its initiatives. There is no assurance, however, that the Company will be able to satisfy the NYSE's requirement within the six-month cure period and maintain the listing of its Class A Common Stock on the exchange. About BankAtlantic Bancorp BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com/-- is a bank holding company and the parent company of BankAtlantic. BankAtlantic -- "Florida's Most Convenient Bank" with a Web presence at http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets and more than 100 stores, and is one of the largest financial institutions headquartered junior in Florida. BankAtlantic has been serving communities throughout Florida since 1952 and currently operates more than 250 conveniently located ATMs. The Company's balance sheet at Dec. 31, 2010 showed $4.50 billion in total assets, $4.49 billion in total liabilities, and $14.74 million in total equity. The Company reported a net loss of $143.25 million on $176.31 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $185.82 million on $223.59 million of total interest income during the prior year. * * * In September 2010, Fitch Ratings downgraded the long-term Issuer Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+. The 'CC' long-term IDR indicates a high default probability. Fitch said it believes that BBX will likely require external capital support given the high level of credit costs that continue to impact BBX's financial performance and erode its existing weak level of tangible common equity, which stood at just 1.39% at June 30, 2010. Although BFSB's regulatory capital levels remain 'well-capitalized', Fitch believes the company needs additional capital in order to provide absorption for future losses, particularly since earnings generation on a pre-provision net revenue basis is weak. As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Further, the holding company must also submit a capital plan to maintain and enhance its capital position. BARNES BAY: Real Estate Funds Want Chapter 11 Subpoena Nixed ------------------------------------------------------------ Bankruptcy Law360 reports that Lubert-Adler Partners LP and one of its co-founders asked a Delaware court on Thursday to kill a subpoena for documents and depositions in the bankruptcy of Barnes Bay Development Ltd. According to Law360, Dean Adler and five related funds that bear his name moved to quash a subpoena served on them by official committee of unsecured creditors in court. About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd. owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. Barnes Bay and two affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10792) on March 17, 2011. The Company disclosed that as of as of Dec. 31, 2010, it had $531 million in assets and $462 million in debt. Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy counsel, and Keithley Lake & Associates is the Debtors' special Anguillan counsel. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, solicitation and balloting agent. The Debtors' Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. BARTOW COUNTY BANK: Closed; Hamilton State Assumes All Deposits --------------------------------------------------------------- Bartow County Bank of Cartersville, Ga., was closed on Friday, April 18, 2011, by the Georgia Department of Banking and Finance, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Hamilton State Bank of Hoschton, Ga., to assume all of the deposits of Bartow County Bank. The four branches of Bartow County Bank will reopen during their normal business hours beginning Saturday, April 16, 2011, as branches of Hamilton State Bank. Depositors of Bartow County Bank will automatically become depositors of Hamilton State Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Bartow County Bank should continue to use their existing branch until they receive notice from Hamilton State Bank that it has completed systems changes to allow other Hamilton State Bank branches to process their accounts as well. This evening and over the weekend, depositors of Bartow County Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of Dec. 31, 2010, Bartow County Bank had approximately $330.2 million in total assets and $304.1 million in total deposits. Hamilton State Bank will pay the FDIC a premium of 1.0 percent to assume all of the deposits of Bartow County Bank. In addition to assuming all of the deposits of the failed bank, Hamilton State Bank agreed to purchase essentially all of the assets. The FDIC and Hamilton State Bank entered into a loss-share transaction on $247.5 million of Bartow County Bank's assets. Hamilton State Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-930-6827. The phone number will be operational this evening until 9:00 p.m., Eastern Daylight Time (EDT); on Saturday from 9:00 a.m. to 6:00 p.m., EDT; on Sunday from noon to 6:00 p.m., EDT; and thereafter from 8:00 a.m. to 8:00 p.m., EDT. Interested parties also can visit the FDIC's Web site at: http://www.fdic.gov/bank/individual/failed/bartow.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $69.5 million. Compared to other alternatives, Hamilton State Bank's acquisition was the least costly resolution for the FDIC's DIF. Bartow County Bank is the 29th FDIC-insured institution to fail in the nation this year, and the seventh in Georgia. The last FDIC-insured institution closed in the state was Citizens Bank of Effingham in Springfield, on February 18, 2011. BEAR ISLAND: Plan Filing Exclusivity Extended Until July 1 ---------------------------------------------------------- Bear Island Paper Company LLC obtained approval from the U.S. Bankruptcy Court for the Eastern District of Virginia of an extension of its exclusive period to file its Chapter 11 plan until July 1, 2011, and exclusive period to solicit acceptances of that plan until Sept. 1, 2011. About White Birch & Bear Island Canada-based White Birch Paper Company is the second-largest newsprint producer in North America. As of Dec. 31, 2009, the White Birch Group held a 12% share of the North American newsprint market and employed roughly 1,300 individuals (the majority of which reside in Canada). Bear Island Paper Company, L.L.C., is a U.S.-based unit of White Birch. Bear Island filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on February 24, 2010. Bear Island estimated assets of $100 million to $500 million and debts of $500 million to $1 billion in its Chapter 11 petition. White Birch filed for bankruptcy protection under Canada's Companies' Creditors Arrangement Act, before the Superior Court for the Province of Quebec, Commercial Division, Judicial District of Montreal, Canada. White Birch and five other affiliates -- F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners, Limited Partnership; Papier Masson Ltee; Stadacona Limited Partnership; and Stadacona General Partner, Inc. -- also sought bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31234). Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia Beach, Virginia; and Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to White Birch, as Foreign Representative. Kirkland & Ellis and Troutman Sanders also serve as Chapter 11 counsel to Bear Island. AlixPartners LLP serves as financial and restructuring advisors to Bear Island, and Lazard Freres & Co., serves as investment banker. Garden City Group is the claims and notice agent. Jason William Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia, represents the Official Committee of Unsecured Creditors. Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and Chapter 15 cases. BLANCO VELEZ: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Blanco Velez Stores, Inc. aka Jeans World Suit World Crash Boat Madison P.O. Box 1619 Bayamon, PR 00960-1619 Bankruptcy Case No.: 11-03169 Chapter 11 Petition Date: April 14, 2011 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A CURPILL, PSC LAW OFFICE 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: (787) 977-0515 E-mail: cacuprill@cuprill.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/prb11-03169.pdf The petition was signed by Elias L. Blanco Olalla, treasurer. BLOSSOM VALLEY: Disclosure Statement Hearing on May 5 ----------------------------------------------------- Blossom Valley Investors, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California on April 8, 2011, a revised Second Amended Chapter 11 Plan of Reorganization and accompanying Disclosure Statement. Under the Amended Plan, the Debtors intend to build out Oak Knoll and sell completed homes at retail, and estimates that the sale of this project will result in proceeds in excess of $5,474,000, after payment of ongoing project costs, the Bank of the West debt, and the junior secured debtor in possession financing. The Debtor has completed construction of the first phase of Messina Gardens and will sell the completed townhomes at retail. The Debtor does not anticipate completing the second and third phases of Messina Gardens and will instead sell thirty-one finished townhome lots and one hundred and ten podium lots in bulk. The Debtor also anticipates that the sale of the completed townhomes and lots at Messina Gardens will result in proceeds in excess of $1,137,000, after payment of ongoing project costs, the Bank of the West debt and mechanics' liens against the project. The net proceeds from the sale of the Oak Knoll and Messina projects will then be used to satisfy unpaid administrative expenses and Class 1, 6, and 7 Claims. The Debtor does not intend to complete the Grandview project and has stipulated to relief from stay to allow US Bank to foreclose on its deeds of trust on that project. US Bank has indicated its intention to foreclose judicially on the Grandview project. The Court has approved a settlement agreement between the Debtor and US Bank pursuant to which US Bank will waive any deficiency claim related to Grandview. Classes 1A, 1B, 2B, 6 and 7 are impaired and the holders of Claims in those Classes are entitled to vote on the Plan. Classes 1C, 2A, 3A, 3B, 4, 5 and 8 are not impaired and the holders of Claims and Interests in those Classes are not entitled to vote on the Plan and each of those Classes is deemed to accept the Plan. Similarly, Administrative Expenses are not classified under the Plan and their holders are not entitled to vote. Allowed Class 1, 2, 3, 6 and 7 Claims will be paid over time from the sale of homes at Messina Gardens and Oak Knoll to the extent funds are available. April 1 Plan The Debtor submitted to the Court a Second Amended Chapter 11 Plan of Reorganization and accompanying Disclosure Statement on April 1, 2011. Under the April 1 Plan, Class 2A is impaired and holders of claims under that Class are entitled to vote on the Plan. Full-text copies of the Second Amended Disclosure Statement dated April 1, and 8, 2011 is available for free at: http://bankrupt.com/misc/BLOSSOMVALLEY_AmendedDS.pdf http://bankrupt.com/misc/BLOSSOMVALLEY_Apr8AmDS.pdf Disclosure Statement Hearing Scheduled for May 5 The bankruptcy judge will consider adequacy of the Amended Disclosure Statement on May 5, 2011 at 3:30 p.m. Any objection to the Disclosure Statement will be in writing and served no later than April 28. About Blossom Valley Investors, Inc San Jose, California-based Blossom Valley Investors, Inc., and Pear Avenue Investors LLC filed for Chapter 11 protection (Bankr. N.D. Calif. Case Nos. 09-57669 and 09-57670) on Sept. 10, 2009. Joseph R. Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo PC, represent the Debtors in their restructuring efforts. Blossom Valley disclosed $45,825,415 in assets and $42,237,904 in liabilities as of the Chapter 11 filing. BORDERS GROUP: Has OK to Hire Deloitte Consulting ------------------------------------------------- Borders Group and its units received the Bankruptcy Court's permission to employ Deloitte Consulting LLP as their consulting services provider, nunc pro tunc to March 7, 2011. As the Debtors' consulting services provider, Deloitte Consulting will provide information technology services and human resources services: * Under Information Technology Services, Deloitte Consulting will: (a) provide day-to-day advice and assistance to the Debtors' acting Chief Information Officer and assist him in assessing the portfolio of information technology related contracts with the objective of rationalizing those contracts in light of the Debtors' bankruptcy filing; and (b) assist with the Debtors' assessment of the reasonableness of staffing within the Debtors' IT function, including understanding and documenting roles, responsibilities, staff counts and other demographic information in order to right-size the IT organization. * Under Human Resources Services, Deloitte will assist: (a) with the Debtors' assessment of the near- and long- term costs and benefits from outsourcing IT; (b) the Debtors in their review of the current payroll implementation landscape; (c) the Debtors in a review of the feasibility of accelerating the current payroll implementation timeline and ability to retire legacy applications; and (d) the Debtors with a recommendation on a revised payroll implementation strategy, if needed. The Debtors will pay Deloitte Consulting's professionals according to the firm's customary hourly rates, which are: Title Rate per Hour ----- ------------- Partner, Principal $835 Director $755 Senior Manager $695 Manager $645 Senior Consultant $525 Consultant/Analyst $410 Deloitte Consulting will also be reimbursed for expenses it incurred or will incur. Joseph Krolczyk, a director at Deloitte Consulting, disclosed that his firm has been providing necessary services to the Debtors since March 7, 2011, for $400,000 for which the firm intends to seek payment in its first interim fee application. Mr. Krolczyk also incorporated in his declaration the disclosures made by Daniel Maher at Deloitte Tax LLP, an affiliate of Deloitte Consulting, in connection with the Debtors' Application to Employ Deloitte Tax. Notwithstanding those disclosures, Deloitte Consulting is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, Mr. Krolczyk maintains. * * * The Debtors filed with the Court a revised proposed order authorizing their employment of Deloitte Consulting LLP to provide consulting services, a full-text copy of which is available for free at: http://bankrupt.com/misc/Borders_DeloitteConsultingRevPropOrd.pdf Judge Glenn signed the revised proposed order on April 7, 2011. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Has OK to Hire Deloitte Tax as Advisor ----------------------------------------------------- Borders Group Inc. and its affiliates received the Bankruptcy Court's permission to employ Deloitte Tax LLP as their tax advisor, nunc pro tunc to the Petition Date. As the Debtors' tax advisor, Deloitte Tax will: (a) advise the Debtors in their work with their counsel and financial advisors on the potential cash tax effects of restructuring and bankruptcy and the post-restructuring tax profile, including plan of reorganization tax costs; (b) assist the Debtors on the analysis of the cumulative Section 3.82 of the Internal Revenue Code ownership change to date and the potential impact of proposed transactions thereon; (c) advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; (d) advise the Debtors on the cancellation of debt income for income tax purpose under Section 108 of the Internal Revenue Code; (e) advise the Debtors on post-bankruptcy tax attributes available under the applicable tax regulations and the reduction of those attributes based on the Debtors' operating projections, including a technical analysis of the effects of Section 1.1502-28 of Title 26 of the Code of Federal Regulations and the interplay with Sections 108 and 1017 of the Internal Revenue Code; (f) advise the Debtors on the potential effect of the "alternative minimum tax" in various post-emergence scenarios; (g) advise the Debtors on the effects of tax rules under Section 382(1)(5) and (1)(6) of the Internal Revenue Code pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization and the Debtors' ability to qualify for Section 382(1)(5); (h) advise the Debtors on net built-in gain or net built-in loss position at the time of "ownership change," including limitations on use of tax losses generated from post- restructuring or post-bankruptcy asset or stock sales; (i) advise the Debtors as to the proper treatment of postpetition interest for state and federal income tax purposes; (j) advise the Debtors as to the proper state and federal income tax treatment of reorganization costs, including restructuring related professional fees and other costs, the categorization and analysis of those costs and the technical positions related to it; (k) advise the Debtors on the Debtors' evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; (l) advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculation, adjustments to tax attributes and limitations on tax attribute utilization; (m) advise the Debtors on responding to tax notices and audits from various taxing authorities; (n) assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; (o) advise the Debtors on income tax return reporting of bankruptcy issues and related matters; (p) advise the Debtors in their review and analysis of the tax treatment of items adjusted for financial reporting purposes as a result of "fresh start" accounting as required for the emergence date of the U.S. financial statements in an effort to identify the appropriate tax treatment of adjustments to equity and other tax basis adjustments to assets and liabilities recorded; (q) assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations and correspondence for any proposed restructuring alternative tax issue or other tax matter; (r) advise the Debtors in their efforts to calculate tax basis on the stock in each of the Debtors' subsidiaries or other entity interests; and (s) advise the Debtors regarding other state or federal income tax questions that may arise in the course of this engagement, as requested by the Debtors, and as may be agreed to by Deloitte Tax. The Debtors will pay Deloitte Tax's professionals according to the firm's customary hourly rates: Title Rate per Hour ----- ------------- Partner, Principal, or Director $650 to $700 Senior Manager $560 Manager $485 Senior $325 Staff $230 The Debtors will also reimburse Deloitte Tax for expenses the firm incurred or will incurred. Daniel Maher, a partner at Deloitte Tax, relates that his firm has been providing necessary services to the Debtors since the Petition Date, totaling $280,000, for which the firm will seek to be paid in its First Interim Fee Application. Mr. Maher also discloses that Deloitte Tax provided prepetition services to the Debtors for which the Debtors paid $50,000, including certain retainers in the 90-day period prior to the Petition Date. As of the Petition Date, about $6,000 was remaining with respect to the retainer, he says. As of the Petition Date, no amounts were outstanding with respect to invoices issued by Deloitte Tax before the Petition Date, he adds. Mr. Maher further discloses that: (a) Deloitte Tax provides services in matters unrelated to the Debtors' Chapter 11 cases to certain of the Debtors' largest unsecured creditors and other Potential Parties or their affiliates, a list of which is available for free at: http://bankrupt.com/misc/Borders_DeloitteTaxClients.pdf (b) Akin Gump Strauss Hauer & Feld LLP; Baker & McKenzie; Bullivant Houser Bailey PC; Dickinson Wright PLLC; Dykema; Finnegan Henderson Farabow Garrett & Dunner LLP; Fish & Richardson P.C.; Fredrikson & Byron P.A.; Jackson Lewis LLP; Jones Day; Loeb & Loeb; Lowenstein Sandler PC; McConnell Valdes; Pillsbury Winthrop Shaw Pittman LLP; Sheppard Mullin Richter and Wilkie Farr & Gallagher LLP have provided, provide, and may provide legal services to Deloitte Tax or its affiliates in matters unrelated to the Debtors' Chapter 11 cases, or Deloitte Tax or its affiliates have provided, provide, and may provide services to those firms or their clients. (c) In the ordinary course of its business, Deloitte Tax and its affiliates have business relationships in unrelated matters with its principal competitors, which together with their affiliates may be Potential Parties in these Chapter 11 cases. (d) Certain financial institutions or their affiliates are (i) lenders to an affiliate of Deloitte Consulting, or (ii) have financed a portion of the capital or capital loan requirements of various partners and principals, of Deloitte Tax and its affiliates. (e) Certain firms around the world, including Deloitte LLP, an affiliate of Deloitte Tax, are members of Deloitte Touche Tohmatsu Limited. Certain of the non-US member firms of DTT or their affiliates have provided, provide or may provide professional services to certain of the Debtors' affiliates. (f) In connection with a matter that is unrelated to the Debtors and their Chapter 11 cases, Deloitte & Touche LLP, an affiliate of Deloitte Tax, entered into a confidential settlement agreement with a number of plaintiffs, one of whom is an individual who is a principal with an entity that is a bondholder of the Debtors or an affiliate thereof. (g) Deloitte & Touche and certain of its affiliates provide professional services to certain members of the Debtors' Official Committee of Unsecured Creditors in matters unrelated to the Debtors' Chapter 11 cases, including as a retained professional in the bankruptcy cases of General Growth Properties, Inc. (h) Personnel of Deloitte Tax and its affiliates are likely to be ordinary course customers of the Debtors; however, Deloitte Tax has not conducted any research to determine whether, in fact, those relationships exist. Despite those disclosures, Mr. Maher maintains that Deloitte Tax is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. * * * The Debtors submitted to the Court a revised proposed order on their application to employ Deloitte Tax LLP as tax advisor, a full-text copy of which is available for free at: http://bankrupt.com/misc/Borders_DeloitteTaxRevPropOrd.pdf Judge Glenn signed the revised proposed order on April 7, 2011. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Wins Approval for Mercer as Compensation Advisor --------------------------------------------------------------- Borders Group Inc. and its units received the Bankruptcy Court's permission to employ Mercer (US) Inc. as their compensation consultant, nunc pro tunc to the Petition Date. As the Debtors' consultant, Mercer will: (a) review current compensation programs and 2011 business plan and restructuring plans and, when requested, execute a site visit and executive interviews to review current talent challenges; (b) develop an executive compensation program that would be appropriate and motivational during the restructuring period, including, without limitation, cash-based short- term incentives, new equity participation arrangements, and post-bankruptcy employment security arrangements; (c) participate, when requested, in discussions among the Debtors, their creditor constituencies, and the United States Trustee for Region 2, among other things, to explain the purposes and terms of applicable compensation programs and provide the results of Mercer's analysis of same; and (d) if requested, provide testimony regarding Mercer's findings, conclusions and recommendations, as applicable, including without limitation, at any deposition or hearing held in connection with the Debtors' restructuring, confirmation of a plan of reorganization, or in connection with proceedings to approve any particular compensation programs and payments during the pendency of the Debtors' Chapter 11 cases. The Debtors will pay Mercer's professionals according to the firm's customary hourly rates: Title Rate per Hour ----- ------------- Partner $700 to $950 Principal $500 to $700 Senior Associate $350 to $550 Associate $250 to $400 Analyst $150 to $300 Researcher $50 to $150 Mercer will also be reimbursed for expenses to be incurred. John Dempsey, a partner at Mercer, relates that the Debtors and his firm promptly began negotiating the terms of Mercer's Engagement Letter before the Petition Date. However, in advance of the Debtors' bankruptcy filing on February 16, 2011, it was necessary for Mercer to begin performing certain services on a limited basis in order to ensure the prompt and efficient development of the Debtors' incentive and compensation plans. Mercer received a prepetition retainer from the Debtors for $40,000. As of the Petition Date, the balance of the retainer totaled $5,722, according to Mr. Dempsey. Mr. Dempsey further discloses that certain parties were former or current clients of Mercer in matters unrelated to the Debtors' Chapter 11 cases, a schedule of which is available for free at: http://bankrupt.com/misc/Borders_MercerClients.pdf Mr. Dempsey insists that Mercer is a "disinterested person" as defined under Section 101(14) of the Bankruptcy Code. * * * The Debtors filed with the Court a revised proposed order for their employment of Mercer (US) Inc. as compensation consultant. The revised proposed order reflects that Mercer will limit its request for fees relating to the services performed under a statement of work dated March 7, 2011, to no more than $22,000 subject to the Debtors' and Mercer's ability to enter into Additional SOWs and the Official Committee of Unsecured Creditors' right to object. Judge Glenn signed the revised proposed order on April 7, 2011. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Committee Has Nod for Lowenstein as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors in Borders Group Inc.'s cases received the Bankruptcy Court's permission to retain Lowenstein Sandler PC as its counsel nunc pro tunc to Feb. 24, 2011. As counsel to the Committee, Lowenstein Sandler will: (a) provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under Section 1102 of the Bankruptcy Code; (b) assist the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business, potential claims, and any other matters relevant to the Debtors' Chapter 11 cases; (c) participate in the formulation of a Chapter 11 plan and provide legal advice as necessary with respect to any disclosure statement and Plan filed in these Chapter 11 cases and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a Plan; (d) participate in any process relating to the sale of estate assets; (e) prepare, on behalf of the Committee, applications, objections, motions, complaints, answers, orders, agreements and other legal papers; (f) appear in Court to present motions, applications, objections and pleadings, and otherwise protecting the interests of those represented by the Committee; and (g) perform other legal services as may be required and that are in the best interests of the Committee and creditors. Lowenstein Sandler's professionals will be paid according to these hourly rates: Title Rate per Hour ----- ------------- Partners $440 to $825 Senior Counsel $390 to $575 Counsel $340 to $575 Associates $235 to $450 Legal Assistants $145 to $215 Lowenstein Sandler will be reimbursed for actual and necessary expenses incurred. Bruce Buechler, Esq., a member of Lowenstein Sandler -- bbuechler@lowenstein.com-- discloses that in early January 2011, several of the Debtors' largest creditors retained the firm to represent them in connection with a potential out-of-court restructuring with the Debtors. The Debtors executed a letter dated January 13, 2011, agreeing to pay the fees and expenses of Lowenstein Sandler and wire transferred a $200,000 retainer to Lowenstein Sandler on January 14, 2011. In connection with the Prepetition Representation, for the month of January 2011, Lowenstein Sandler billed the Debtors $156,676, which was paid by wire transfer received by Lowenstein Sandler on February 7, 2011. From February 1 though February 15, 2011, Lowenstein Sandler billed the Debtors an additional $89,341, which was applied against the $200,000 retainer. The Debtors and the U.S. Trustee for Region 2 have agreed, subject to Court approval, to permit Lowenstein Sandler to retain the remaining retainer of $110,658, which remaining retainer will be applied to pay the firm's first monthly fee request in these Chapter 11 cases and to any subsequent monthly requests to the extent any portion of the retainer remains. Mr. Buechler further notes that Lowenstein Sandler may represent or has represented matters wholly unrelated to the Debtors' Chapter 11 cases, a schedule of which is available for free at: http://bankrupt.com/misc/Borders_LowensteinClients.pdf Mr. Buechler also clarifies that Lowenstein Sandler does not represent the Debtors, their affiliates, or any of the current and recent officers and directors of the Debtors, nor does Lowenstein Sandler represent any of the shareholders of the Debtors identified in this list, available for free at: http://bankrupt.com/misc/Borders_LowensteinPotentialParties.pdf Despite the disclosures, Mr. Buechler assures the Court that Lowenstein Sandler does not represent any entity having an adverse interest in connection with the Debtors' Chapter 11 cases; is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code; and does not hold or represent any interest adverse to the Committee with respect to the matters upon which it is to be employed. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BRUNDAGE-BONE: Plan Confirmation Hearing Continued to April 29 -------------------------------------------------------------- The U.S. Bankruptcy Court continued the hearing for consider confirmation of Brundage-Bone Concrete Pumping, Inc. and JLS Concrete Pumping Inc.'s Plan of Reorganization, as twice amended, to April 29, 2011, at 9:00 a.m., and if necessary, said hearing will be continued to May 2, 2011, at 9:00 a.m. Pursuant to the Plan, the Reorganized Debtor will fund distributions under the Plan with Cash on hand, including Cash from operations, existing assets, and proceeds from the Exit Facility, which is anticipated to be in the aggregate amount of $15,000,000, including a letter of credit facility in the amount of $4,500,000. Each holder of an Allowed General Unsecured Claim against Brundage-Bone under Class 5 will receive a share of the BB Unsecured Class 5 Note equal to 5.4% of the amount of that holder's Allowed Class 5 Claim and, except as provided in Article III.D.27.b.(ii)(cc)(II) of the Plan, any Avoidance Actions and any and all other Section 541 Claims against such Holder will remain available for the Reorganized Debtor to pursue in its discretion. On the Effective Date, all Equity Interests in Brundage-Bone under Class 8 will be deemed canceled and extinguished, and will be of no further force and effect. General Unsecured Claims against JLS under Class 10 will receive the same treatment as Class 5. The Debtors estimate that Class 10 Claims against JLS are approximately $19,370,000 (including the approximately $18,805,000 Wells Fargo Equipment Lender Deficiency Claim that is also a Deficiency Claim against Brundage-Bone). On the Effective Date, all Equity Interests in JLS under Class 12 will be deemed canceled and extinguished, and will be of no further force and effect. A copy of the First Amended Disclosure Statement is available for free at http://bankrupt.com/misc/Brundage-Bone.AmendedDS.pdf About Brundage-Bone Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc., claim to be the largest providers of concrete pumping equipment in the U.S. As of the Petition Date, the Debtors operated a fleet of in excess of 800 concrete pumps and related pumping equipment in more than 20 states, primarily in the western, southwestern, and southeast United States. Brundage-Bone and JLS also actively sell concrete pumps, parts and service. Approximately 52% of the Brundage-Bone and JLS is owned by the founders, Jack Brundage and Dale Bone, who are also guarantors of a substantial amount of the Debtors' debt. Brundage-Bone and JLS filed for Chapter 11 protection (Bankr. D. Colo. Lead Case No. 10-10758) on Jan. 18, 2010. Harvey Sender, Esq., John B. Wasserman, Esq., David V. Wadsworth, Esq., and Matthew T. Faga, Esq., at Sender & Wasserman, P.C., in Denver, Colo., assist the Debtors in their restructuring efforts. Willian Snyder of CRG Partners Group, LLC, serves as Chief Turnaround Officer of the Debtors. Brundage-Bone disclosed $325,708,061 in assets and $230,277,103 in liabilities as of the Petition Date. JLS disclosed $4,046,706 in assets and $739,166 in liabilities as of the Petition Date. CABI SMA: Employs Cascade Capital Group as Financial Advisor ------------------------------------------------------------ In an order dated March 29, 2011, the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized CABI SMA Tower I LLLP to employ Cascade Capital Group LLC as financial advisor nunc pro tunc to January 12, 2011. The Debtor filed the employment application on March 3, 2011. About Cabi SMA Tower I Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP -- owns multiple vacant parcels around South Miami Avenue and S.W. 14th Street in Miami, Florida. It acquired the parcels to develop residential, hotel, and retail space, including a condominium development. The parcels are being managed by Cabi Developers, LLC pursuant to a management agreement. Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009). Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168) and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed separate Chapter 11 petitions. CABI SMA: Court Affirms is "Single Asset Real Estate" Status ------------------------------------------------------------ Brickell Central LLC sought and obtained a ruling from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, that the Chapter 11 case of CABI SMA Tower I LLLP is a single asset real estate case. The Court entered the ruling after Brickell Central argued that the Debtor's business consists solely of the ownership of a vacant land comprising a full city block consisting of various contiguous lots located in downtown Miami, Florida bounded by South Miami Avenue to the East, SW 14th Street to the south, SW 1st Avenue to the West and SW 13th Street to the north. About Cabi SMA Tower I Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP -- owns multiple vacant parcels around South Miami Avenue and S.W. 14th Street in Miami, Florida. It acquired the parcels to develop residential, hotel, and retail space, including a condominium development. The parcels are being managed by Cabi Developers, LLC pursuant to a management agreement. Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009). Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168) and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed separate Chapter 11 petitions. CABI SMA: U.S. Trustee Will Not Appoint Creditors Committee ----------------------------------------------------------- The U.S. Trustee notifies parties-in-interest that until further notice, it will not appoint a committee of creditors pursuant to Section 1102 of the Bankruptcy Code. About Cabi SMA Tower I Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP -- owns multiple vacant parcels around South Miami Avenue and S.W. 14th Street in Miami, Florida. It acquired the parcels to develop residential, hotel, and retail space, including a condominium development. The parcels are being managed by Cabi Developers, LLC pursuant to a management agreement. Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009). Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168) and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed separate Chapter 11 petitions. CAFE BELO: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Cafe Belo Restaurant, Inc. 158 School Street Everett, MA 02149 Bankruptcy Case No.: 11-13375 Chapter 11 Petition Date: April 14, 2011 Court: U.S. Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Ashley D. Forest, Esq. LAW OFFICE OF ASHLEY D. FOREST Ten Post Office Sqaure, 8th Floor Boston, MA 02109 Tel: (617) 504-2364 Fax: (617) 692-2901 E-mail: ashleyforestesq@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Jose L. Costa, president. CATHOLIC CHURCH: Davenport Trust Objects to New Evidence at Trial ----------------------------------------------------------------- Robert L. Berger, the Settlement Trustee of the Diocese of Davenport Qualified Settlement Trust, seeks an order from the United States Bankruptcy Court for the Southern District of Iowa precluding Defendants St. Mary of The Lake, Mundelein Seminary and The Catholic Bishop of Chicago from introducing evidence at trial of postpetition business dealings between the Diocese and the Defendants. The Settlement Trustee expects that the Defendants will attempt to introduce evidence at trial in ostensible support of its "ordinary course of business" defense against the Settlement Trustee's preferential transfer claim, James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, tells the Court. He contends that among the evidence that the Defendants are expected to introduce are documents and testimony regarding the postpetition business dealings between the Diocese and the Defendants. He points out that this evidence has no relevance to the Defendants' ordinary course defense under Section 547(c)(2) of the Bankruptcy Code and should be excluded. In the adversary proceeding, the Settlement Trustee seeks, among other things, to avoid and recover a preferential transfer of $118,320 that the Diocese made to the Defendants three weeks before the Petition Date, Mr. Stang says. He notes that in the parties' joint trial exhibit list, the Defendants seek to introduce exhibits, which purport to be postpetition invoices between the parties. Parties File Facts The parties filed with the Court their first amended joint pre- trial stipulation on facts, issues, exhibits and witnesses. The Settlement Trustee also filed his designation of deposition testimony in advance of the trial in the adversary proceeding. * * * Having been advised that the parties have reached a settlement and will dismiss this proceeding with prejudice upon completion of the terms of that settlement, Judge Jackwig directed the parties to submit a stipulation of dismissal with prejudice by May 4, 2011. About Diocese of Davenport The Diocese of Davenport in Iowa filed for chapter 11 protection (Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006. Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the Davenport Diocese in its restructuring efforts. Hamid R. Rafatjoo, Esq., and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones & Weintraub LLP represent the Official Committee of Unsecured Creditors. In its schedules of assets and liabilities, the Davenport Diocese reported $4,492,809 in assets and $1,650,439 in liabilities. The Court approved on April 3, 2008, the Diocese of Davenport's second amended disclosure statement explaining its joint plan of reorganization. The Committee is a proponent to the plan, which was confirmed on April 30, 2008. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Milw. Committee Proposes Rule 2004 Discovery ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy case of the Archdiocese of Milwaukee asks the United States Bankruptcy Court for the Eastern District of Wisconsin to direct the Archdiocese to produce documents responsive to its requests for production pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. Based on the information made available to it thus far, the Creditors Committee has reason to believe that the bankruptcy estate contains far more assets than the Archdiocese's schedules and statement of financial affairs reflect, alleges James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. He explains that the Creditors Committee bases this belief on, among other things, the testimony of the Archdiocese's chief financial officer at the February 11, 2011 Section 341(a) meeting, the Archdiocese's financial statements that it has made public on its own Web site, and several trust agreements that the Archdiocese has provided to the Creditors Committee pursuant to an informal document request. The Archdiocese contends that more than $22 million of its assets are "restricted" from being used to pay creditors, and characterizes as "held for others" approximately $16.5 million held in its name in an investment account at JPMorgan Chase Bank, Mr. Stang relates. Of that $16 million, he continues, the Archdiocese contends that it has "rights" to approximately $13.5 million, but that those dollars are "restricted" from being used to pay creditors. The Creditors Committee, Mr. Stang asserts, is investigating whether (i) the $13 million that the Archdiocese concedes it has rights to is actually restricted and beyond the reach of the estate's creditors, and (ii) the remaining $3 million allegedly held for the benefit of others actually is property of the estate. The Archdiocese also takes the position that another $6.3 million of its assets are "restricted" and are not available to satisfy the claims of Abuse Survivors. In addition, the Creditors Committee is investigating whether in the years prior to the bankruptcy filing, the Archdiocese created and funded trusts to "siphon" assets out of the estate in order to shield them from the claims of the Abuse Survivors, who are unsecured creditors in the case. If this did occur, the transfers may be avoidable and the assets would come back into the estate, Mr. Stang emphasizes. Among the documents that the Creditors Committee seeks are: -- any documents from the beginning of time sufficient to evidence the Archdiocese's organizational structure as of the Petition Date and in the 10 years prior to the Petition Date; -- all documents concerning any changes in the Archdiocese's corporate structure or organization in the 10 years preceding the Petition Date; -- policy manual or any other document setting out policies of any kind for any component of the Archdiocese; and -- documents sufficient to identify the officers, directors, members of the board of trustees, and management personnel of these entities: * the Supreme Pontiff or Roman Curia; * priests serving in the region; * religious orders located in the region; * parish councils in the region; * the AMS Fund; * Erica P. John Fund, Inc.; and * related entities. "The Document Requests seek information to clarify a critical question to this Bankruptcy Case -- whether certain property is part of the Debtor's estate (or may be brought into the estate through avoidance actions)," Mr. Stang contends. He notes that the Creditors Committee looks forward to stipulating with the Archdiocese as to certain Document Requests for which the Archdiocese will produce documents. According to the summary of dispositions of an April 5, 2011 hearing, the Creditors Committee has extended the response deadline for the request to May 2, 2011. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on November 28, 1843, and was elevated to an Archdiocese on February 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CHINA CENTURY: Murray, Frank & Sailer Begins Probe on Fraud Claims ------------------------------------------------------------------ Murray, Frank & Sailer LLP is investigating securities fraud claims against China Century Dragon Media, Inc. and certain of its officers, on behalf of purchasers of China Century securities between Feb. 8, 2011 and March 26, 2011, inclusive. The investigation concerns violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 that occurred when the Defendants issued materially false and misleading statements or omitted to state material information during the Class Period regarding China Century's financial performance and business prospects. Specifically, it is alleged that during the Class Period, the defendants made false and/or misleading statements and/or failed to disclose that the financial statements for fiscal years 2008 and 2009, included in China Century's Registration Statement, were materially false and misleading. Further, it is alleged that as a result of the Defendants' misstatements, China Century's stock traded at artificially inflated prices throughout the Class Period. On March 28, 2011, the Company issued a press release announcing, among other things, (1) the resignation of the Company's auditor, due to the auditor's belief that it could not rely on the representations of China Century's management, or support its opinions related to the Company's previously issued financial statements for fiscal years 2008 and 2009; (2) that China Century had received notification from NYSE Amex LLC of its intention to delist the Company's stock; (3) that the SEC had initiated a formal, non-public investigation into whether the Company had made material misstatements or omissions concerning its financial statements; (4) that the Company had formed a Special Committee to investigate the concerns of its auditor; and (5) that the Company would be unable to timely issue its financial results for fiscal year 2010. As previously reported, on March 23, 2011, the Company received a delisting notification from the Exchange due to the Company's noncompliance with Sections 1003(f)(iii), 132(e), 1003(d), 1002(e) and 127 of the Company Guide. As a result, the Company was subject to immediate delisting unless it requested an appeal of the Staff's delisting determination. In response, the Company timely appealed the Staff's determination for a hearing before a Listing Qualifications Panel. The notice of noncompliance has no immediate effect on the listing of the Company's common stock on the Exchange. The Company also announced it has engaged the law firm of McKenna Long & Aldridge LLP to serve as its independent counsel in connection with its investigation into the allegations contained in the resignation letter of its former auditor, MaloneBailey LLP, and the investigation initiated by the U.S. Securities and Exchange Commission. As previously announced on March 28, 2011, the Company's Board of Directors formed a Special Investigation Committee consisting of the independent members of the Board of Directors to launch an investigation with respect to the concerns raised by MaloneBailey and the SEC investigation. About China Century China Century Dragon Media is a television advertising company in China that primarily offers blocks of advertising time on certain channels on China Central Television, the state television broadcaster of China and China's largest television network. The Company purchases, repackages and sells advertising time on certain of the nationally broadcast television channels of CCTV. CINCINNATI BELL: Fitch Affirms 'B' Issuer Default Rating -------------------------------------------------------- Fitch Ratings has affirmed Cincinnati Bell Inc.'s (CBB) Issuer Default Rating (IDR) at 'B'. Fitch has also upgraded CBB's senior unsecured ratings to 'B+/RR3' from 'B/RR4'. The company's Rating Outlook is Stable. The upgrade to CBB's senior unsecured rating is due to the improved recovery following the issuance of $775 million of senior unsecured debt in October 2010 for which the proceeds were used to repay the Term Loan B facility in its entirety. Fitch's 'B' IDR for CBB reflects expectations for relatively high, albeit stable leverage and its diversified revenue profile. In addition, its wireline and wireless businesses generate strong free cash flows. Risk factors incorporated into the rating include the competitive pressure on CBB's wireline and wireless segments, as well as the expansion of its data center business. The $525 million acquisition of CyrusOne Networks, LLC (CyrusOne), a data center operator, closed in June 2010. With respect to the data center business, the acquisition represented CBB's first significant step outside of its traditional service territory. In Fitch's view, CBB's expansion of the data center business nationally and internationally entails additional risk. As a result of the CyrusOne acquisition, CBB's year-end 2010 leverage rose to approximately 5.0 times (x) from 4.1x at the end of 2009. Leverage may be slow in returning to historical levels as the data center business - even with the acquisition -- is not yet of a sufficient scale where its growth rates will significantly overcome the effects of competitive pressures on EBITDA in the wireline and wireless business. Additionally, given investment needs in the data center business to sustain higher rates of growth, Fitch believes CBB is unlikely to direct cash flows to material debt reduction, and, for the most part, leverage reductions will depend on EBITDA growth. CBB's debt on Dec. 31, 2010, totaled $2.52 billion, an increase of $544 million from Dec. 31, 2009, with the rise stemming from the acquisition of CyrusOne in June 2010. At the end of 2010, the company did not have any debt outstanding on its $210 million secured revolving credit facility, and the amount available was $186.9 million, after the effect of LOCs. On June 11, 2010, the company entered into a new credit facility consisting of a $210 million revolving line of credit and a $760 million secured term loan. The new revolver, which matures in June 2014, replaced a facility of the same size that would have matured in August 2012. The $760 million secured term loan B facility, which would have matured in 2017, was used to repay the $205 million outstanding on the previous term loan B facility, to close the CyrusOne acquisition and to pay related fees and expenses. The repayment of the term loan B facility through the senior unsecured note offering in the latter half of 2010 eliminated potential refinancing risk in 2014, when the term loan facility would have matured under certain circumstances. In any event, the notes mature in 2020, whereas the expected maturity of the Term Loan B would have been in 2017. Excluding capital leases and the undrawn revolver, there are no material debt maturities until 2015, when approximately $251 million of senior unsecured notes mature. CBB's $100 million accounts receivable securitization program (no outstanding amount as of Dec. 31, 2010) had the full amount of borrowing capacity available at the end of the year. The receivables facility expires in March 2012, subject to annual bank renewals in the second quarter of each year. Cash amounted to approximately $77 million on Dec. 31, 2010, and during 2010, the company generated $140 million in free cash flow under Fitch's definition. CBB's 2011 guidance calls for the company to generate approximately $5 million in FCF (as defined by the company). The main drivers of lower free cash flow in 2011 include an $80 million increase in capital spending to approximately $230 million, and the full year effect of interest on the debt incurred in the CyrusOne acquisition. Capital spending in 2011 and future years will be dependent on the level of investment in the data center business. Fitch has upgraded these ratings: Cincinnati Bell, Inc. -- $500 million senior unsecured notes due 2017 to 'B+/RR3' from 'B/RR4'; -- $251 million senior unsecured notes due 2015 to 'B+/RR3' from 'B/RR4'; -- $775 million senior unsecured notes due 2020 to 'B+/RR3' from 'B/RR4'; Fitch has affirmed these ratings: Cincinnati Bell, Inc. -- IDR at 'B'; -- $210 million senior secured revolving credit facility due 2014 at 'BB/RR1'; -- $40 million senior secured notes at 'BB/RR1'; -- $625 million senior subordinated notes at 'CCC/RR6'; -- $129 million convertible preferred stock at 'CCC/RR6'. Cincinnati Bell Telephone (CBT) -- IDR at 'B'; -- $208 million senior unsecured notes at 'BB/RR1'. Fitch has withdrawn this rating, given the repayment of the facility: Cincinnati Bell, Inc. -- $760 million senior secured Term Loan B due 2017 'BB/RR1'. CMHA-TCB I: Asks for Court OK to Hire Reznick Group as Accountants ------------------------------------------------------------------ CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel Homes V Limited Partnership ask for authorization from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Reznick Group, P.C., as accountants. Reznick will, among other things, audit the statement of financial position of Debtors as of Dec. 31, 2010, and the related statements of activities, functional expenses (if applicable) and cash flows for the year then ended, together with similar services to be rendered in the future. Reznick has been regularly retained by Debtors in the past to perform audit and accounting services for Debtors. Reznick is currently working on completing Debtors' 2010 year-end audited financial statements. Reznick proposes to perform services related to the 2010 year-end audit for a fixed lump sum rate of $9,500 per Debtor and at other rates as may be agreed upon for future work, plus reimbursement of reasonable and necessary expenses. Reznick has been paid fees by Debtors during the one year period prior to the Petition Date. Reznick is owed $9,500 from each of the Debtors, which amounts are part of the critical vendor payables that Debtors seek permission to have paid. To the best of the Debtor's knowledge, Reznick is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About CMHA/TCB Laurel CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel Homes V Limited Partnership own and operate phases of the City West Housing Development located in the West End of Cincinnati. The Laurel Homes I and Laurel Homes V phases of the City West Housing Development, together with all other phases of the City West Housing Development, are managed by The Community Builders, Inc. CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-11966). Charles M. Meyer, Esq., at Santen & Hughes, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter 11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11- 11953). CMHA-TCB V: Asks for Court OK to Hire Reznick Group as Accountants ------------------------------------------------------------------ CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel Homes V Limited Partnership ask for authorization from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Reznick Group, P.C., as accountants. Reznick will, among other things, audit the statement of financial position of Debtors as of Dec. 31, 2010, and the related statements of activities, functional expenses (if applicable) and cash flows for the year then ended, together with similar services to be rendered in the future. Reznick has been regularly retained by Debtors in the past to perform audit and accounting services for Debtors. Reznick is currently working on completing Debtors' 2010 year-end audited financial statements. Reznick proposes to perform services related to the 2010 year-end audit for a fixed lump sum rate of $9,500 per Debtor and at other rates as may be agreed upon for future work, plus reimbursement of reasonable and necessary expenses. Reznick has been paid fees by Debtors during the one year period prior to the Petition Date. Reznick is owed $9,500 from each of the Debtors, which amounts are part of the critical vendor payables that Debtors seek permission to have paid. To the best of the Debtor's knowledge, Reznick is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About CMHA/TCB Laurel CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel Homes V Limited Partnership own and operate phases of the City West Housing Development located in the West End of Cincinnati. The Laurel Homes I and Laurel Homes V phases of the City West Housing Development, together with all other phases of the City West Housing Development, are managed by The Community Builders, Inc. CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-11966). Charles M. Meyer, Esq., at Santen & Hughes, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter 11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11- 11953). COMMERCIAL VEHICLE: Prices $250MM of Sr. Secured Notes at Par ------------------------------------------------------------- Commercial Vehicle Group, Inc., has priced $250 million aggregate principal amount of 7.875% Senior Secured Notes due 2019 in connection with its previously announced private offering exempt from registration under the Securities Act of 1933, as amended. The Notes were priced at 100% of par. The offering represents an increase from the previously announced offering size of $225 million. The closing of the offering is expected to occur on April 26, 2011, subject to certain closing conditions, including the amendment and restatement of the Company's existing revolving credit facility and the receipt by the Company of the required consents with respect to its previously announced tender offers and consent solicitations for any and all of its outstanding 8% Senior Notes due 2013 and 11%/13% Third Lien Senior Secured Notes due 2013. The Notes will be guaranteed, jointly and severally, on a senior secured basis by certain of the Company's existing and future domestic subsidiaries and any other subsidiaries that guarantee any of its senior indebtedness, including its revolving credit facility. The Notes and the related guarantees will be senior secured obligations of the Company and the guarantors, secured by second-priority liens on substantially all of the property and assets of the Company and the guarantors. The Company intends to use the net proceeds from the offering primarily to repay all of the amounts currently outstanding under its existing second lien term loan and Existing Notes and for general corporate and working capital purposes. The Notes and the related guarantees will be offered only to "qualified institutional buyers" in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. The Company's balance sheet at Dec. 31, 2010 showed $286.20 million in total assets, $286.31 million in total liabilities, and a $112,000 stockholders' deficit. * * * Commercial Vehicle carries a 'Caa2' Corporate Family Rating and 'Caa2/LD' Probability of Default Rating from Moody's. It has 'CCC+' issuer credit ratings from Standard & Poor's. In mid-October 2010, Moody's Investors Service upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2, and revised the ratings outlook to positive from negative. These positive actions recognize the continuing improvement in the build rates for commercial vehicles and the realized benefits of the company's operating and capital restructurings. According to Moody's, the Caa1 CFR reflects modest size, high debt leverage, and exposure to highly cyclical commercial vehicle end markets. Demand for commercial vehicle components is sensitive to both economic cycles and regulatory implementation schedules. As reported by the TCR on April 12, 2011, Standard & Poor's Ratings Services said it raised its corporate credit rating on New Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-' from 'CCC+'. "The upgrade reflects our assumption that CVG can improve EBITDA and cash flow in the next two years, because we believe commercial truck production volumes will continue to rise year-over-year in 2011 and 2012," said Standard & Poor's credit analyst Nancy Messer. Heavy-duty truck production increased by a meaningful 30% in 2010, leading to a 30% year-over-year sales increase. COMPLIANCE SYSTEMS: Incurs $684,840 Net Loss in 2010 ---------------------------------------------------- Compliance Systems Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $684,840 on $0 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.52 million on $0 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $75,210 in total assets, $2.66 million in total liabilities and $2.58 million in total stockholders' deficiency. Holtz Rubenstein Reminick LLP, in Melville, New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered continued losses from operations since inception, and as of Dec. 31, 2010, had stockholders' and working capital deficiencies of $2,582,378 and $2,488,921, respectively. A full-text copy of the Annual Report is available for free at: http://is.gd/wTWq1A About Compliance Systems Headquartered in Glen Cove, New York, Compliance Systems Corporation operates its principal businesses through two of its subsidiaries, Call Compliance, Inc. and Execuserve Corp. Call Compliance helps telemarketing operators ensure compliance in the highly regulated, strictly enforced Do-Not-Call and other telemarketing guidelines environment. Execuserve provides organizations, who are hiring employees, with tests and other evaluation tools and services to assess and compare job candidates. COMSTOCK MINING: Restates Q3 Financials to Correct Errors --------------------------------------------------------- Comstock Mining Inc. filed with the U.S. Securities and Exchange Commission Amendment No. 1 to Form 10-Q to restate its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2010, filed with the United States Securities and Exchange Commission on Nov. 12, 2010. The purpose of the amendment is to restate the Company's condensed consolidated financial statements due to an error in the calculation of the fair value of derivative liabilities associated with the embedded conversion features of the various convertible debentures the Company exchanged for permanent equity in October in 2010. The correction resulted in an additional non-cash expense for the three months and nine months ended Sept. 30, 2010 of approximately $11.4 million. In addition, $3,064,533 of defaulted convertible debentures were misclassified as long-term debt instead of current liabilities and the Company also misclassified certain amounts in the operating activities section of the condensed consolidated statements of cash flow. The Company's restated statement of operations reflects a net loss of $20.08 million on $0 of revenue from gold sales for the three months ended Sept. 30, 2010, compared with a net loss of $8.70 million on $0 of revenue from gold sales as originally reported. The restated statement of operations also shows a net loss of $26.63 million on $0 of revenue from gold sales for the nine months ended Sept. 30, 2010, compared with a net loss of $15.25 million on $0 of revenue from gold sales as originally reported. The Company's restated balance sheet reflects $5.58 million in total assets, $57.94 million in total liabilities and $52.36 million in total stockholders' deficit as of Sept. 30, 2010, as compared with $5.58 million in total assets, $46.56 million in total liabilities and $40.98 million in total stockholders' deficit as originally reported. A full-text copy of the Quarterly Report, as amended, is available for free at http://is.gd/RlFXbB About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Going Concern Doubt As reported in the Troubled Company Reporter on April 15, 2010, Jewett, Schwartz, Wolfe & Associates expressed substantial doubt about Goldspring, Inc.'s ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has operating and liquidity concerns and has incurred historical net losses approximating $55.0 million as of Dec. 31, 2009. The Company also used cash in operating activities of $3.6 million in 2009. CONCORD INT'L: Former Director Susan Davis Faces Fraud Charges -------------------------------------------------------------- Carla Rivera at the Los Angeles Times reports that Susan Packer Davis, former director of Concord International High School, a private Santa Monica high school, is alleged to have misused more than $1 million in school funds, forcing the school into bankruptcy near the beginning of the term and blindsiding many families who had paid a full year's tuition. Many of the allegations are part of a civil lawsuit filed Friday in U.S. Bankruptcy Court by Concord International against former administrator Ms. Davis, her husband, Eric Hille, and her son, Alexander Davis. According to LA Times, the suit accuses Ms. Davis of putting her husband and son on the school payroll although it was uncertain what services they provided or the value of those services and of using school funds to pay personal expenses and to pay her son's rent in Westwood. It also alleges a breach of fiduciary duty, particularly with regard to her own compensation -- described as "grossly inflated." "Ms. Packer Davis ran the school without any oversight and treated it like it was her personal bank account," LA Times quotes Howard S. Levine, an attorney with Cypress LLP, which filed the suit on behalf of the nonprofit school, as saying. Concord International High School, Inc., also known as Concord High School, in Santa Monica, California, filed a Chapter 11 peittion (Bankr. C.D. Calif. Case No. 10-58454) in Los Angeles, on Nov. 11, 2010. Michael S. Kogan, Esq., at Ervin Cohen & Jessup LLP, in Beverly Hills, California. The Debtor estimated $1,000,001 to $10,000,000 in assets and liabilities as of the Chapter 11 filing. CONVERSION SERVICES: Amends 2008 Loan Pact With Access Capital -------------------------------------------------------------- Access Capital, Inc., and Conversion Services International, Inc., entered into an amendment to that certain Loan and Security Agreement, which was dated as of March 31, 2008. Under the original Loan and Security Agreement, Access Capital provided the Company with a revolving line of credit of up to a maximum of $3,500,000, based upon collateral availability, and has a 90% advance rate against eligible accounts receivable. The line of credit was for a three-year term and had a base interest rate of prime plus 2.75% and a default rate of 18%. Under the Amended Loan and Security Agreement, Access Capital provided the Company with a revolving line of credit of up to a maximum of $3,500,000, based upon collateral availability, and has a 90% advance rate against eligible accounts receivable. The line of credit is for a three year term. The line of credit has a base interest rate of prime plus 8.75% and provides for interest rate reductions based upon the Company's achievement of cash flow goals. The interest rate is reduced by between 0.50% and 3.00% based upon the Company's achievement of positive cumulative cash flow of between $250,000 and $1,500,000. The default interest rate is 3% above the applicable rate at the time of the default. "Cash Flow" as defined in the Amended Loan and Security Agreement means, the net income of the Company, plus any non-cash charges, less payments (i) to the Company's officers or related persons, (ii) under capital leases and (iii) for capital expenditures. Also under the Amended Loan and Security Agreement, the Company would not be required to meet certain working capital amounts, but rather, the Company is required to maintain positive Cash Flow on up to a rolling six month basis. Starting April 2011, the end of each month, the Company is required to maintain positive Cash Flow for the period ending on the Test Date, and commencing from the later of (i) April 1, 2011 or (ii) six months prior to the Test Date. For example, on Sept. 30, 2011, the Company is required to maintain positive Cash Flow for the period from April 1, 2011 to Sept. 30, 2011. On Nov. 30, 2011, the Company would be required to maintain positive Cash Flow for the period ending June 1, 2011 to Nov. 30, 2011. A full-text copy of the Amendment to Loan and Security Agreement is available for free at http://is.gd/KUUWXj About Conversion Services Int'l Conversion Services International, Inc., and its wholly owned subsidiaries are principally engaged in the information technology services industry in these areas: strategic consulting, business intelligence/data warehousing and data management to its customers principally located in the northeastern United States. CSI was formerly known as LCS Group, Inc. In January 2004, CSI merged with and into a wholly owned subsidiary of LCS. In connection with this transaction, among other things, LCS changed its name to "Conversion Services International, Inc." The Company reported a net loss of $771,753 on $17.72 million of revenue for the year ended Dec. 31, 2010, compared with net income of $31,956 on $24.19 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.75 million in total assets, $6.92 million in total liabilities and $3.17 million in total stockholders' deficit. Friedman LLP expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial reports for 2009 and 2010. The accounting firm noted that the Company has incurred recurring operating losses, negative cash flows, is not in compliance with a covenant associated with its Line of Credit, maturing on March 31, 2011 and has significant future cash flow commitments. CROWN FOREX: Receiver Blasts BofA, UBS, Others ---------------------------------------------- Bankruptcy Law360 reports that Bank of America Corp., JPMorgan Chase Bank NA and UBS AG have all failed to properly answer a receiver's subpoena seeking information about accounts held by accused Ponzi schemer Jason Bo-Alan Beckman, according to a letter sent on April 12, 2011, to a Minnesota federal judge. About Crown Forex Crown Forex SA -- http://www.crownforex.com/-- was a Bassecourt, Switzerland-based company that offered trading on 13 currency pairs plus gold and silver. Swiss markets regulator FINMA took over the Company on Dec. 9, 2008, and entered a ruling to liquidate the Company on Feb. 23, 2009, following a money laundering investigation. The regulator declared the Company bankrupt on May 29, 2009. A U.S. Commodity Futures Trading Commission civil suit has been filed against Crown Forex. The suit accuses the principals and subsidiaries of Crown Forex of perpetrating an US$84 million foreign exchange scheme. CYTOCORE INC: Incurs $2.09 Million Net Loss in 2010 --------------------------------------------------- Cytocore, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting a net loss of $2.09 million on $30,000 of net sales for the year ended Dec. 31, 2010, compared with a net loss of $3.55 million on $44,000 of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $2.05 million in total assets, $5.79 million in total liabilities, all current, and a $3.74 million stockholders' deficit. L J Soldinger Associates LLC, in Deer Park, Illinois, said in its audit report on the financial statements for the year ended Dec. 31, 2010, that the Company's recurring losses from operations and resulting dependence upon access to additional external financing, raise substantial doubt concerning its ability to continue as a going concern. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/WqqgEU About Cytocore Inc. Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYOE) -- http://www.cytocoreinc.com/-- is a biomolecular diagnostics company engaged in the design, development, and commercialization of cost-effective screening systems to assist in the early detection of cancer. CytoCore(R) is currently focused on the design, development, and marketing of its CytoCore Solutions(TM) System and related image analysis platform. The CytoCore Solutions(TM) System and associated products are intended to detect cancer and cancer-related diseases, and may be used in a laboratory, clinic, or doctor's office. DAIS ANALYTIC: Common Shares Sell at $0.40 Apiece on April 11 ------------------------------------------------------------- Dais Analytic Corporation filed with the U.S. Securities and Exchange Commission a Pre-Effective Amendment No. 1 to Form S-1 registration statement regarding the Company's offering of shares of common stock. The public offering price for the common stock offered is estimated to be between $3.00 and $5.00 per share. The Company's common stock is quoted on the OTC Bulletin Board under the symbol "DLYT.OB". On April 11, 2011, the last reported sale price for the Company's common stock was $0.40 per share. Immediately prior to the effectiveness of the registration statement of which this prospectus is a part, the Company expects to effect a reverse stock split anticipated to be on a 10-for-1 basis. The proposed aggregate price of the shares offered, excluding shares that may be sold on exercise of the underwriter's over- allotment option, is $15,000,000 million. The Company is applying for listing of its common stock on the NYSE AMEX Equities under the symbol "DLYT", which the Company expects to occur on or promptly after the date of the prospectus. No assurance can be given that the Company's application will be approved. If the application is not approved, the Company will not complete this offering and the shares of the Company's common stock will continue to be traded on the OTC Bulletin Board. A full-text copy of the Amended Prospectus is available for free at http://is.gd/0e3i1A About Dais Analytic Odessa, Fla.-based Dais Analytic Corporation has developed and patented a nano-structure polymer technology, which is being commercialized in products based on the functionality of these materials. The initial product focus of the Company is ConsERV, an energy recovery ventilator. The Company also has new product applications in various developmental stages. The Company reported a net loss of $1.43 million on $3.34 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $7.12 million on $1.53 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.97 million in total assets, $8.69 million in total liabilities and $6.72 million in total stockholders' deficit. Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2010 financial results. The independent auditors noted that the Company has incurred significant losses since inception and has a working capital deficit and stockholders' deficit of $2,861,448 and $6,722,092 at Dec. 31, 2010. DAIS ANALYTIC: Restates Employment Pact With T. Tangredi -------------------------------------------------------- Dais Analytic Corporation entered into an amended and restated employment agreement with Mr. Timothy N. Tangredi, the Company's president, chief executive officer, and director, dated as of April 11, 2011, which sets forth Mr. Tangredi's compensation level and eligibility for salary increases, bonuses, benefits, and option grants. Mr. Tangredi's employment agreement provides for an initial term of three years with the term extending on the second anniversary thereof for an additional one year period and on each subsequent anniversary of the agreement for an additional year period. Mr. Tangredi's initial base salary is $170,000, with an increase to $220,000 per annum or a higher sum as the Company's board of directors may set after the date on which we obtain $10 million or more in equity or debt financing. Mr. Tangredi's base salary will be increased annually by a percentage that is no less than the percentage increase in the Consumer Price Index for the preceding twelve calendar months for the greater Palo Alto, California area. If the Company's market capitalization at the end of the calendar year is more than two times greater than the year before Mr. Tangredi is to receive a cash payment of 2% of the difference in capitalization from last year to the current year. Additionally, at the discretion of the Company's board of directors and its compensation committee, Mr. Tangredi may be eligible for an annual bonus which amount, if any, will not be below 100% of his effective base salary and not exceeding 300% of his then effective base salary; provided that, under certain extraordinary circumstances, Mr. Tangredi may be eligible for an annual bonus greater than 300% of his then effective base salary. Mr. Tangredi is entitled to medical, disability and life insurance, as well as 4 weeks of vacation annually, an automobile allowance of $800 per month, reimbursement of all reasonable business expenses, automobile insurance and maintenance and up to $7,500 for one executive conference or educational venue. For each product for which the Company commences commercial sale or licensing during the term and receives more than $1 million of revenue during any 12 month period, Mr. Tangredi, in addition to any other compensation which he may receive under the agreement, will be granted options to purchase a minimum of 250,000 shares of the Company's common stock at an exercise price equal to either (i) the lower of: (a) $.50 per share or (b) the fair market value per share of the stock on the date of grant as determined in good faith by the Compensation Committee of the Board of Directors, if the Company has not conducted a secondary public offering prior to the date of grant, or (ii) at an exercise price equal to 75% of the market price of the common stock, if the Company has completed a secondary public offering of the Company's common stock prior to the date of grant. Those options, as well as any other options granted to Mr. Tangredi during the term of his employment, will be granted under the Company's then existing stock option plan, will be immediately exercisable, have a term of ten years, will be exercisable for up to three years after termination of employment, will have a "cashless" exercise feature, and will be subject to such additional terms and conditions as are then applicable to options granted under such plan provided they do not conflict with the terms set forth in the agreement. In the event that the fair market value of the Company's common stock equals or exceeds 200% of the price at which the Company sells common stock in a secondary public offering at any time during the term of the agreement, Mr. Tangredi will be granted options to purchase 500,000 shares of common stock at an exercise price equal to 75% of the Target Value. During its term, the employment agreement terminates at the Company's election for cause, or Mr. Tangredi's resignation without good reason, in which event the Company is obligated to pay Mr. Tangredi within ten days following the date of termination, his accrued but unpaid base salary, bonus and accrued vacation pay, and any unreimbursed expenses. In the event Mr. Tangredi's employment is terminated by the Company in the event of his disability or without cause or by Mr. Tangredi for good reason, Mr. Tangredi will be entitled to: (i) An amount equal to the sum of (A) the greater of 300% of the base salary then in effect for Mr. Tangredi or $675,000 plus (B) the cash and equity bonus, if any, awarded to Mr. Tangredi for the most recent year will be payable by the Company within 10 days following termination; (ii) The Company will continue to provide Mr. Tangredi the health and life insurance, car allowance and other benefits set forth in the agreement until two years following termination of employment, and will continue to offer any of such benefits to Mr. Tangredi beyond such two year period to the extent required by COBRA or similar statute which may then be in effect; (iii) All stock options, to the extent they were not exercisable at the time of termination of employment, will become exercisable in full; and (iv) Any indebtedness of Mr. Tangredi to the Company will thereupon be cancelled and of no further force and effect, and the Company will pay to Mr. Tangredi, within ten days following receipt of a written demand therefore, any income or other taxes resulting from that cancellation. In the event of termination upon Mr. Tangredi's death, Mr. Tangredi will be entitled to an amount equal to the sum of the greater of 300% of the base salary then in effect for Mr. Tangredi or $675,000 plus the cash and equity bonus, if any, awarded to Mr. Tangredi for the most recent year, which will be payable by the Company within 10 days following termination. Additionally, all stock options awarded to Mr. Tangredi, to the extent not previously exercised, will be deemed to have been exercised by him on the day immediately before his death. Additionally, any indebtedness of Mr. Tangredi to us will be cancelled, and the Company will be obligated to pay to Mr. Tangredi, within ten days following receipt of a written demand therefore, any income or other taxes resulting from such cancellation. The Company also is obligated to pay Mr. Tangredi accrued vacation pay and any unreimbursed expenses. In the event that Mr. Tangredi elects to terminate employment within one year following a change in control, he will receive, within the later of ten days following the date on which the change in control occurs or the date on which he gives notice of his election to terminate employment, a lump sum payment equal to two and one half times the sum of (i) the greater of his then current base salary or $220,000 plus cash bonus and equity, if any, awarded to Mr. Tangredi for the most recent year. In addition, he will be entitled to accelerated vesting of outstanding options, continuing benefits and cancellation of indebtedness. The employment agreement also contains restrictive covenants: (i) preventing the use or disclosure of confidential information; (ii) preventing competition with us during his employment and for a period of two years after termination, provided that Mr. Tangredi may make investments of up to 5% in the publicly-traded equity securities of any company, and Mr. Tangredi is not precluded from pursuing healthcare uses; (iii) preventing solicitation or hiring any person employed by the Company at any time, provided that Mr. Tangredi will have no further obligations with respect to non- solicitation of our employees whose annual salary is less than $75,000 or who have ceased to be employed by the Company for at least six months. Lastly, the Company is obligated under the employment agreement to indemnify Mr. Tangredi for any claims made against him in connection with his employment with the Company, and the Company is required to advance all expenses in this regard. Additionally, the Company is required to maintain directors' and officers' liability insurance in an amount not less than $5,000,000, unless Mr. Tangredi otherwise consents, and he will at all times be one of the named insured under such coverage. About Dais Analytic Odessa, Fla.-based Dais Analytic Corporation has developed and patented a nano-structure polymer technology, which is being commercialized in products based on the functionality of these materials. The initial product focus of the Company is ConsERV, an energy recovery ventilator. The Company also has new product applications in various developmental stages. The Company reported a net loss of $1.43 million on $3.34 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $7.12 million on $1.53 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.97 million in total assets, $8.69 million in total liabilities and $6.72 million in total stockholders' deficit. Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2010 financial results. The independent auditors noted that the Company has incurred significant losses since inception and has a working capital deficit and stockholders' deficit of $2,861,448 and $6,722,092 at Dec. 31, 2010. DAMON PURSELL: BOW Files Competing Plan; Hearing Set for April 26 ----------------------------------------------------------------- As reported in the TCR on Jan. 26, 2011, Damon Pursell Construction Company filed with the U.S. Bankruptcy Court for the Western District of Missouri a disclosure statement explaining its Chapter 11 Plan of Reorganization dated Dec. 18, 2010, under which Debtor proposed to pay all creditors in full, over a period of six years. After objections were filed against the disclosure statement, Debtor filed a first amended disclosure statement on Feb. 1, 2011, under which general unsecured claims without priority (in the aggregate amount of $5,748,287) will be paid roughly 25% in cash (over 6 years) without previous finance charges or interest. The Debtor's exclusive period to file a plan expired on March 14, 2011. On March 15, 2011, creditor Bank of the West filed its Creditor Disclosure Statement and a related Creditor Plan as an alternative to the Second Debtor Plan. The Creditor Disclosure Statement has been preliminarily approved as containing adequate information. The last date and time by which ballots for accepting or rejecting the Creditor Plan must be received by the Voting Agent in order to be counted will be April 21, 2011, at 5:00 p.m. prevailing Central time. The Court will hold a combined hearing on final approval of this Disclosure Statement and confirmation of the Creditor Plan commencing at 3:00 p.m. on April 26, 2011. In general, and subject to the specific terms therein, the Creditor Plan contemplates a complete liquidation of Debtor to the highest bidder pursuant to a process under which (a) a Chief Restructuring Officer (the "CRO"), approved by and subject to the general supervision of the Bankrutpcy Court, will be appointed to operate Debtor's business pending a sale (if and only so long as the CRO determines that such operation is feasible and generates positive cash flow), and (b) an investment banker, approved by the Bankruptcy Court, will be appointed to work under the supervision of the CRO to complete a sale by Dec. 31, 2011. Distributions to secured creditors will be made as soon as possible from the net proceeds of the sale of their collateral. Distributions to priority and general unsecured creditors will be made as soon as possible thereafter in accordance with the Creditor Plan. General unsecured claims without priority under Class 25 wlll be paid on the Final Distribution Date subordinate to all Allowed Priority Unsecured Claims to the extent possible from the available Cash proceeds after the sale of the Debtor's assets. BOW believes that the Creditor Plan is superior to the pending Second Debtor Plan because (a) the Creditor Plan satisfies all of the requirements for confirmation of a plan of reorganization, whereas the Second Debtor Plan does not, (b) the Creditor Plan eliminates all uncertainty and risk of default and nonpayment that otherwise exists under the Second Debtor Plan, and (c) the Creditor Plan may result in a higher net present value distribution to all creditors. A copy of the Creditor Plan is available for free at: http://bankrupt.com/misc/damonpursell.creditorDS.pdf Creditor Bank of the West is represented by: Paul M. Hoffman, Esq. STINSON MORRISON HECKER LLP Walnut, Suite 2900 Kansas City, MO 64106 Tel: (816) 842-8600 E-mail: phoffman@stinson.com About Damon Pursell Construction Company Kansas City, Missouri-based Damon Pursell Construction Company owns and operates the Rockridge Quarry, which sells crushed rock and rip rap products for road construction and other construction projects. The Quarry is located at 9001 Hickman Mills Drive, in Kansas City, Missouri. The Debtor also owns a construction business that provides grading, excavation, utility and other miscellaneous construction services. Michael Pursell owns 100% of the Company. The Company filed for Chapter 11 bankruptcy protection on Sept. 15, 2010 (Bankr. W.D. Mo. Case No. 10- 44965). P. Glen Smith, Esq., at Husch Blackwell Sanders LLP, in Kansas City, Mo., and Thomas G. Stoll, Esq., at Dunn & Davison, LLC, in Kansas City, Mo., assist the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $18,458,000 in assets and $11,981,801 in liabilities as of the Petition Date. DAZ VINEYARDS: Disclosure Statement Hearing Set for June 29 ----------------------------------------------------------- DAZ Vineyards, LLC, delivered to the U.S. Bankruptcy Court for the Central District of California a proposed Chapter 11 Plan and an explanatory disclosure statement on March 30, 2011. Judge Robin Riblet will convene a hearing on June 29, 2011, at 11:00 a.m., to consider the adequacy of the information contained in the Disclosure Statement. According to the Disclosure Statement, the Debtor's Plan will be funded by a combination of the Debtor's continued business operations, and a new preferred equity investment. The reorganized debtor intends to divide into two entities, one holding the real property asset and the other holding the winery operation. The Debtor anticipates the new equity investors will purchase preferred investments at the winery level. Confirmation of the plan authorizes the Debtor to divide the business and sell preferred equity investments. The Debtor's Plan classifies claims into eight classes: Class Description Treatment ----- ----------- --------- 1 Secured Claim of: Paid in full according to the Investors Warranty of Loan Modification Agreement America, Inc. secured by a entered into between the first trust deed encumbering parties, as amended the debtor's property in Los Olivos, CA 2 Secured Claim of Silicon Paid in full with interest at Valley Bank secured by a the contract rate in lien on the debtor's quarterly payments of $20,000 personal property, per quarter, payable every including accts. receivable March 1, June 1, September 1, and December 1 3 Secured Claim of Santa Paid in full with interest at Colina Vineyards secured by 5% per annum in monthly a lien on some of the payments of $1,900, with any debtor's bulk wine balance due and payable one year from the effective date 4 Secured Claim of Bernice Paid in full with statutory James secured by a lien on interest from effective date the debtor's real property, in equal quarterly payments located in Los Olivos CA over three years from the effective date 5 Secured Claim of Sierra The claim is allowed by Madre ranch secured by a stipulation at $72,500, and lien on some of the will be paid w/out interest debtor's bulk wine in monthly payments of $2,500 with a single payment of $40,000 on or before 2/1/2012 6 Secured Claim of CNH Capital The entire balance with all America secured by a lien on accrued interest and charges some of the debtor's will be paid in full in equipment monthly payments of $1,696 with the first payment due on the effective date. 7 General unsecured The unsecured class will claims share payments totaling $120,000 payable at $10,000 per quarter commencing 3 Total amount of claims months after the effective $267,660 undisputed, date and every three months plus $1,192,684 disputed thereafter. Each individual creditor will receive its aliquot portion of the fund in annual payments. To the extent claim objections are pending at any payment date, the disbursing agent will retain sufficient funds to make payments to disputed creditors if their claims are allowed. Creditors will receive between 8% and 45% of their unsecured claims, depending on the success of the debtor's claim objections 8 Interests Holders of membership interests in the debtor will retain their interests All classes of claims, except for Class 8 claims, are impaired under the Plan. A full-text copy of the Disclosure Statement may be accessed for free at http://bankrupt.com/misc/DazVineyards_DS.pdf Los Olivos, California-based DAZ Vineyards, LLC, dba Demetria Estate Winery, filed for Chapter 11 bankruptcy protection on February 15, 2010 (Bankr. C.D. Calif. Case No. 10-10689). William C. Beall, Esq., at Beall and Burkhardt, serves as the Debtor's bankruptcy counsel. DBSD N.A.: Files Second Reorganization Plan ------------------------------------------- Bankruptcy Law360 reports that DBSD North America Inc. filed its second Chapter 11 reorganization plan on April 13, 2011, in New York, two months after an appellate court objected to a so- called gifting transfer contained in its first plan. DBSD filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of New York in May 2009. Its first reorganization plan was confirmed in November 2009. Previous Plan Failed As reported in the Troubled Company Reporter, the Debtors on Nov. 23, 2009, won confirmation of a plan premised on an exchange senior note claims and general unsecured claims for equity in the Reorganized Debtors. However, consummation of the Debtors' Plan was delayed for nearly 10 months as the license transfer applications were not granted by the Federal Communications Commission until Sept. 29, 2010. During the delay in the FCC Approval process, appeals from the previous confirmation order made their way up through the United States Court of Appeals for the Second Circuit. DISH Network, which appealed confirmation of the Plan, became involved in the Debtors' cases when, after DBSD proposed a plan of reorganization, DISH bought up all of the Debtor's $40 million first lien debt from its prior holders, at par. Sprint Nextel Corp., which asserts an unliquidated, unsecured claim based on a lawsuit against a DBSD subsidiary, also appealed, arguing that the plan improperly gave shares and warrants to DBSD's owner. While Sprint initially asserted a $1.9 billion claim, the bankruptcy court temporarily allowed Sprint's claim for $2 million. The Second Circuit concluded that the plan violated the absolute priority rule by providing a for distribution of equity and warrants, from senior noteholders' to the Debtors' parent company, ICO Global, while a rejecting class of general unsecured claims was not being paid in full. The Second Circuit also affirmed the treatment of DISH Network Corp. under the Debtors' Plan. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc., aka ICO Member Services Inc., offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the financial advisors to the Debtors. The Garden City Group Inc. is the claims agent for the Debtors. DBSD estimated assets and debts of $500 million to $1 billion in its Chapter 11 petition. Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, represent the Official Committee of Unsecured Creditors. The ad hoc committee of certain parties that hold or manage holdings of those certain 7.5% Convertible Senior Secured Notes due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq., Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC. Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates LLP, in New York; and John H. Culver III, Esq., and Felton E. Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina. DISH is represented in the case by J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York. DIGITILITI INC: Incurs $6.41 Million Net Loss in 2010 ----------------------------------------------------- Digitiliti Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting a net loss of $6.41 million on $2.14 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $5.17 million on $3.19 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.21 million in total assets, $2.54 million in total liabilities, and a $1.33 million stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficit. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/hhP6Zi About Digitiliti, Inc. St. Paul, Minnesota-based Digitiliti, Inc.'s business is developing and delivering storage technologies and methodologies enabling its customers to manage, control, protect and access their information and data with ease. The Company's core business is providing a cost effective on-line data protection solution to the small to medium business ("SMB") and small to medium enterprise ("SME") markets through its DigiBAK service. This on- line data protection solution helps organizations properly manage and protect their entire network from one centralized location. EFD LTD: Asks for Court OK to Hire Homann Taube as Bankr. Counsel ----------------------------------------------------------------- EFD, Ltd., asks for authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Hohmann, Taube & Summers, L.L.P., as bankruptcy counsel. Hohmann Taube can be reached at: Eric J. Taube, Esq. Hohmann Taube & Summers, LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 E-mail: erict@hts-law.com Hohmann Taube will be paid based on the hourly rates of its professionals: Attorneys $205-$515 Paralegal $80-$165 To the best of the Debtor's knowledge, Hohmann Taube is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco San Miguel, Ltd., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. ENERGY FUTURE: TCEH Receives Consents to Amend 2007 Credit Pact --------------------------------------------------------------- Texas Competitive Electric Holdings Company LLC, a subsidiary of Energy Future Holdings Corp. and Energy Future Competitive Holdings Company, solicited consents from lenders under its Credit Agreement dated as of Oct. 10, 2007, for an amendment to those credit facilities and the extension of certain loans and commitments under such credit facilities. On April 7, 2011, TCEH received the requisite consents from Lenders in order for the Amendment to become effective. As a result, the Amendment was executed by the requisite parties and became effective. Pursuant to the Extension, TCEH offered all of its lenders under the TCEH Senior Secured Credit Facilities the right to extend: (1) the maturity of TCEH's first lien term loans held by accepting lenders from Oct. 10, 2014 to Oct. 10, 2017 and increase the interest rate with respect to the Extended Term Loans from the London Interbank Offered Rate plus 3.50% to LIBOR plus 4.50%; (2) the maturity of TCEH's first lien deposit letter of credit loans held by accepting lenders from Oct. 10, 2014 to Oct. 10, 2017 and increase the interest rate with respect to the Extended LC Loans from LIBOR plus 3.50% to LIBOR plus 4.50%; and (3) the maturity of the commitments under the revolving credit facility held by accepting lenders from Oct. 10, 2013 to Oct. 10, 2016 and increase the interest rate with respect to the Extended Revolving Commitments from LIBOR plus 3.50% to LIBOR plus 4.50% and increase the undrawn fee with respect to such commitments from 0.50% to 1.00%. Lenders agreed to extend the maturity of over 80% of the aggregate amount of the outstanding term loans and deposit letter of credit loans under the TCEH Senior Secured Credit Facilities, and Lenders agreed to extend a substantial portion of their commitments under the TCEH revolving credit facility. As a result, if the conditions to the effectiveness of the Extension are met and the Extension becomes effective as contemplated, there will be approximately: * $15,367 million aggregate principal amount of Extended Term Loans and $3,812 million aggregate principal amount of non- extended term loans; * $1,020 million aggregate principal amount of Extended LC Loans and $43 million aggregate principal amount of non- extended deposit letter of credit loans; and * $1,384 million aggregate principal amount of Extended Revolving Commitments and $671 million aggregate principal amount of non-extended commitments under the revolving credit facility. The Extended Loans will include a "springing maturity" provision pursuant to which (a) in the event that more than $500 million aggregate principal amount of TCEH's 10.25% Senior Notes due 2015 and 10.25% Senior Notes due 2015, Series B (other than notes held by EFH Corp. or its controlled affiliates as of March 31, 2011 to the extent held as of the date of determination) or more than $150 million aggregate principal amount of TCEH's 10.50%/11.25% Senior Toggle Notes due 2016 (other than notes held by EFH Corp. or its controlled affiliates as of March 31, 2011 to the extent held as of the date of determination), as applicable, remain outstanding as of 91 days prior to the maturity date of the applicable notes and (b) TCEH's Consolidated Total Debt to Consolidated EBITDA ratio is greater than 6.00 to 1.00 at such applicable determination date, then the maturity date of the Extended Loans will automatically change to 90 days prior to the maturity date of the applicable notes. The closing and effectiveness of the Extension is conditioned upon the satisfaction of certain conditions, including, among others, (a) the closing of an offering of senior secured notes (unless waived by TCEH) and (b) the aggregate pro-rata repayment of certain outstanding loans under the Senior Secured Credit Facilities and, solely with respect to the Extended Revolving Commitments, the reduction of certain commitments under the revolving credit facility. The extension of the term loans and deposit letter of credit loans will not be conditioned upon the effectiveness of the extension of the commitments under the revolving credit facility. If the Extension becomes effective, TCEH will pay an up-front extension fee of 350 basis points to lenders holding Extended Term Loans and Extended LC Loans. About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * As reported by the Troubled Company Reporter on Aug. 19, 2010, Fitch Ratings downgraded the Issuer Default Ratings of Energy Future Holdings Corp. and its subsidiaries Energy Future Intermediate Holding Company LLC, Texas Competitive Electric Holdings Company LLC, and Energy Future Competitive Holdings Company by one notch to 'CCC' from 'B-'. The downgrades of the IDRs of EFH and its non-ring-fenced subsidiaries reflect large debt maturities occurring in 2014, over-leveraged capital structure, cash flow dependence on the forward natural gas NYMEX curve, which has been consistently moving down since mid-2008, and the likely outcome of future debt exchanges and amend-and-extend bank facility negotiations. In Fitch's view, potential defaults in 2011-2012 are considered more likely to result from coercive debt exchanges and unlikely to result from payment defaults. The TCR on Aug. 19, 2010, also reported that Moody's Investors Service changed the probability of default rating for Energy Future Holdings to Caa2/LD from Ca following the completion of a debt restructuring which Moody's views as a distressed exchange. EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed. The rating outlook remains negative. EFH executed a debt restructuring which involved an exchange of its 10.875% senior unsecured (guaranteed) notes due 2017 and its 11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due 2017 for new 10.00% senior secured notes due 2020 issued at EFIH, plus approximately $500 million in cash, plus accrued interest. These events had the effect of allowing EFH to reduce its overall net debt by approximately $1.0 billion and extend a portion of its maturities. The transaction crystallized losses for investors of approximately 30%. Taken as a whole, Moody's views the transaction as a distressed exchange and has classified this transaction as a limited default by appending an LD designation to the PDR. The affirmation of EFH's Caa1 CFR considers the very weak financial profile, untenable capital structure, questionable long- term business plan and material operating headwinds for the company. Moody's believes EFH has very little financial flexibility. In March 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. Moody's also said said the default assertion will not, at this time, affect the ratings or rating outlooks for EFH or its subsidiaries. ENERGY FUTURE: Intends to Offer $1.72BB Sr. Notes Due 2010 ---------------------------------------------------------- Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., both indirect wholly-owned subsidiaries of Energy Future Holdings Corp., intend to commence a private offering of $1,725 million aggregate principal amount of Senior Secured Notes due 2020. Energy Future will use the net proceeds from the offering of the Notes to repay approximately $1,604 million aggregate principal amount of loans under TCEH's Credit Agreement, dated as of Oct. 10, 2007, and to pay certain arranger fees and expenses related to the previously announced amendment and extension of the Senior Secured Credit Facilities. About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * As reported by the Troubled Company Reporter on Aug. 19, 2010, Fitch Ratings downgraded the Issuer Default Ratings of Energy Future Holdings Corp. and its subsidiaries Energy Future Intermediate Holding Company LLC, Texas Competitive Electric Holdings Company LLC, and Energy Future Competitive Holdings Company by one notch to 'CCC' from 'B-'. The downgrades of the IDRs of EFH and its non-ring-fenced subsidiaries reflect large debt maturities occurring in 2014, over-leveraged capital structure, cash flow dependence on the forward natural gas NYMEX curve, which has been consistently moving down since mid-2008, and the likely outcome of future debt exchanges and amend-and-extend bank facility negotiations. In Fitch's view, potential defaults in 2011-2012 are considered more likely to result from coercive debt exchanges and unlikely to result from payment defaults. The TCR on Aug. 19, 2010, also reported that Moody's Investors Service changed the probability of default rating for Energy Future Holdings to Caa2/LD from Ca following the completion of a debt restructuring which Moody's views as a distressed exchange. EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed. The rating outlook remains negative. EFH executed a debt restructuring which involved an exchange of its 10.875% senior unsecured (guaranteed) notes due 2017 and its 11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due 2017 for new 10.00% senior secured notes due 2020 issued at EFIH, plus approximately $500 million in cash, plus accrued interest. These events had the effect of allowing EFH to reduce its overall net debt by approximately $1.0 billion and extend a portion of its maturities. The transaction crystallized losses for investors of approximately 30%. Taken as a whole, Moody's views the transaction as a distressed exchange and has classified this transaction as a limited default by appending an LD designation to the PDR. The affirmation of EFH's Caa1 CFR considers the very weak financial profile, untenable capital structure, questionable long- term business plan and material operating headwinds for the company. Moody's believes EFH has very little financial flexibility. In March 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. Moody's also said said the default assertion will not, at this time, affect the ratings or rating outlooks for EFH or its subsidiaries. ENERGY FUTURE: Prices $1.75-Bil. Notes at 99.295% of Face Value --------------------------------------------------------------- Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc., both indirect wholly-owned subsidiaries of Energy Future Holdings Corp., priced a private offering of $1,750 million principal amount of 11.50% Senior Secured Notes due 2020 at 99.295% of face value. The offering is expected to close on or about April 19, 2011, subject to customary closing conditions. The Company will use the net proceeds from the offering of the Notes to repay approximately $1.6 billion aggregate principal amount of loans under TCEH's Credit Agreement dated as of Oct. 10, 2007, and to pay certain arranger fees and expenses related to the previously announced amendment and extension of the Senior Secured Credit Facilities. About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * As reported by the Troubled Company Reporter on Aug. 19, 2010, Fitch Ratings downgraded the Issuer Default Ratings of Energy Future Holdings Corp. and its subsidiaries Energy Future Intermediate Holding Company LLC, Texas Competitive Electric Holdings Company LLC, and Energy Future Competitive Holdings Company by one notch to 'CCC' from 'B-'. The downgrades of the IDRs of EFH and its non-ring-fenced subsidiaries reflect large debt maturities occurring in 2014, over-leveraged capital structure, cash flow dependence on the forward natural gas NYMEX curve, which has been consistently moving down since mid-2008, and the likely outcome of future debt exchanges and amend-and-extend bank facility negotiations. In Fitch's view, potential defaults in 2011-2012 are considered more likely to result from coercive debt exchanges and unlikely to result from payment defaults. The TCR on Aug. 19, 2010, also reported that Moody's Investors Service changed the probability of default rating for Energy Future Holdings to Caa2/LD from Ca following the completion of a debt restructuring which Moody's views as a distressed exchange. EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed. The rating outlook remains negative. EFH executed a debt restructuring which involved an exchange of its 10.875% senior unsecured (guaranteed) notes due 2017 and its 11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due 2017 for new 10.00% senior secured notes due 2020 issued at EFIH, plus approximately $500 million in cash, plus accrued interest. These events had the effect of allowing EFH to reduce its overall net debt by approximately $1.0 billion and extend a portion of its maturities. The transaction crystallized losses for investors of approximately 30%. Taken as a whole, Moody's views the transaction as a distressed exchange and has classified this transaction as a limited default by appending an LD designation to the PDR. The affirmation of EFH's Caa1 CFR considers the very weak financial profile, untenable capital structure, questionable long- term business plan and material operating headwinds for the company. Moody's believes EFH has very little financial flexibility. In March 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. Moody's also said said the default assertion will not, at this time, affect the ratings or rating outlooks for EFH or its subsidiaries. EQK BRIDGEVIEW: Land Swap Didn't Adequately Protect BofA -------------------------------------------------------- WestLaw reports that even if the bankruptcy statute, 11 U.S.C. Sec. 363, allowing for a debtor's sale of estate property authorized a Chapter 11 debtor's proposed swap, outside of the plan context, of approximately 12 acres from a larger parcel of land that was included in the bankruptcy estate for a nearby, approximately three-acre piece of land, the replacement lien to be received by a creditor whose claim was secured by the entire parcel of estate property would not be the indubitable equivalent of the existing lien that the creditor would be giving up. Thus, the proposed swap did not provide the creditor with the requisite adequate protection. There were significant concerns regarding the risks associated with the property to be acquired, which was adjacent to a former landfill, as well as regarding the property's value. In re EQK Bridgeview Plaza, Inc., --- B.R. ----, 2011 WL 832950 (Bankr. N.D. Tex.) (Jernigan, J.). A copy of the Honorable Stacey G. Jernigan's Findings of Fact and Conclusions of Law dated Mar. 4, 2011, denying the Debtor's request and denying Bank of America, N.A.'s request for relief from the automatic stay, is available at http://is.gd/OTe2Lzfrom Leagle.com. Based in Dallas, Tex., EQK Bridgeview Plaza, Inc., sought chapter 11 protection (Bankr. N.D. Tex. Case No. 10-37054 on Oct. 4, 2010, and is represented by Melissa S. Hayward, Esq. -- MHayward@FSLHlaw.com-- at Franklin Skierski Lovall Hayward LLP in Dallas, Tex. The Debtor owns four parcels of real estate that it values at $74 million. EVERGREEN ENERGY: To Sell Boiler Island to MR&E for $2.9 Million ---------------------------------------------------------------- Evergreen Energy Inc. entered into a Asset Purchase Agreement with MR&E Ltd. for the sale of partially completed engineering design and fabricated pressure parts for the Company's 700,000 pound per hour Circulating Fluidized Bed boiler island, for $2.9 million. The cash payments from MR&E are as follows: (i) $100,000 upon the signing of the asset purchase agreement; (ii) $300,000 on or before May 23, 2011; and (iii) $2.5 million on or before July 9, 2011. This transaction is anticipated to close on July 9, 2011. The Company had previously impaired the Boiler Island during the fiscal year ended Dec. 31, 2007, and fully impaired the Boiler Island during the fiscal year ended Dec. 31, 2008. About Evergreen Energy Evergreen Energy Inc. has developed two, proprietary, patented, and green technologies: the GreenCert(TM) suite of software and services and K-Fuel(R). GreenCert, which is owned exclusively by Evergreen, is a science-based, scalable family of environmental intelligence solutions that quantify process efficiency and greenhouse gas emissions from energy, industrial and agricultural sources and may be used to create verifiable emission reduction credits. K-Fuel technology significantly improves the performance of low-rank coals, yielding higher efficiency and lowering emissions. The Company reported a net loss of $21.02 million on $403,000 of total operating revenue for the year ended Dec. 31, 2010, compared with a net loss of $58.53 million on $423,000 of total operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $29.56 million in total assets, $43.05 million in total liabilities and a $13.49 million stockholders' deficit. Hein & Associates LLP, in Denver, Colo., expressed substantial doubt about Evergreen Energy's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has had recurring cash used in operations. FB&F ENTERTAINMENT: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------------- FB&F Entertainment, LLC, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 11-04382) in Indianapolis on April 12, 2011, estimating assets of up to $50,000 and debts of $1 million to $10 million. Scott Olson at the Indiana Business Journal reported that FB&F Entertainment operates Jillian's restaurant and entertainment venue in downtown Indianapolis. According to the report, the Company's largest secured debt is a $1.4 million loan from the Schaumburg, Illinois, office of First Colorado National Bank. Unsecured claims include $331,262-the value of its lease at 141 S. Meridian St. Jillian's lease is listed with SMC Retail LLC, which is registered in state corporation filings to Todd Maurer. Maurer co-owns Halakar Real Estate and is the son of Michael S. Maurer, who co- owns IBJ Media. The business is operated by Craig Kastle, David Wallace and Mike Grosser, and is separate from 11 other Jillian's restaurants operated by Greg Stevens in Louisville. The three have at least 25 years of experience in the food and beverage industry, according to the FB&F Web site. The Indiana Business Journal reports that the restaurant chain first encountered financial troubles in 2004, when the former Jillian's Entertainment Holdings Inc., also in Louisville, filed for Chapter 11 bankruptcy. FOOTPRINTS TRANSPORTATION: Voluntary Chapter 11 Case Summary ------------------------------------------------------------ Debtor: Footprints Transportation LLC 600 Bayview Avenue Inwood, NY 11096 Bankruptcy Case No.: 11-72570 Chapter 11 Petition Date: April 15, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Marc A. Pergament, Esq. WEINBERG GROSS & PERGAMENT LLP 400 Garden City Plaza Garden City, NY 11530 Tel: (516) 877-2424 E-mail: mpergament@wgplaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Bernard Jackson, sole member. GAS CITY: Has Go-Signal to Sell Assets for $135 Million ------------------------------------------------------- Dow Jones' DBR Small Cap reports that Gas City Ltd. won approval to spread its gas stations, truck stops and other assets among 14 different purchasers, including 7-Eleven Inc. and Speedway LLC, in exchange for $135 million. Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort, Illinois, is an independent petroleum marketer with locations in Northeast Illinois, Northwest Indiana, Florida and Arizona. Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets at $50 million to $100 million and debts at $100 million to $500 million. Gas City's parent, the William J. McEnery Revocable Trust dated Apr. 22, 1993, filed a separate Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895). Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter, Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove, Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in Chicago, represent the Debtors. A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims agent. The Official Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and Mesirow Financial Consulting, LLC, as financial advisors. The Bankruptcy Court extended Gas City's exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until April 20, 2011, and May 20, respectively. GLOBAL CROSSING: STT Crossing Discloses 60.2% Equity Stake ---------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Temasek Holdings (Private) Limited, Singapore Technologies Telemedia Pte Ltd, STT Communications Ltd, and STT Crossing Ltd disclosed that they beneficially own 47,351,431 shares of common stock of Global Crossing Limited representing 60.2% of the shares outstanding. The number of shares is comprised of 29,351,431 common shares, par value $.01 per share and 18,000,000 common shares issuable upon conversion of senior preferred shares, par value $.10 per share The number of shares of the Company's common stock, par value $0.01 per share, outstanding as of Feb. 17, 2011, was 60,687,946. On April 10, 2011, the Company entered into an Agreement and Plan of Amalgamation with Level 3 Communications, Inc., a Delaware corporation, and Apollo Amalgamation Sub, Ltd., a Bermuda exempted limited liability company and wholly-owned subsidiary of Parent. Under the terms of the Amalgamation Agreement, Amalgamation Sub and the Company will amalgamate pursuant to the Companies Act 1981 of Bermuda and will continue as a Bermuda exempted limited liability company as a result of the amalgamation. At the effective time of amalgamation, each outstanding share of (i) the Common Shares of the Company will be exchanged for 16 fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent and (ii) the convertible preferred shares of the Company will be exchanged for 16 fully paid and nonassessable shares of Parent Common Stock, plus any unpaid dividends payable thereon. Concurrently with the execution of the Amalgamation Agreement, STT Crossing Ltd and Parent entered into a Voting Agreement, dated as of April 10, 2011, pursuant to which, among others, STT Crossing agreed, subject to certain limited exceptions set forth in the Voting Agreement, to (i) vote in favor of adopting the Amalgamation Agreement and (ii) restrict its ability to transfer, sell or otherwise dispose of, grant proxy to or permit pledge or any other encumbrance on the Common Shares or the Convertible Preferred Shares. On April 10, 2011, as required by the Certificate of Designation of the Convertible Preferred Shares, STT Crossing provided a unanimous written consent for the Company to enter into the Amalgamation Agreement, subject to certain conditions. The Company acknowledged and agreed to the terms and conditions set forth in the Consent. To be effective upon closing of the Amalgamation Agreement, Parent and STT Crossing entered into a Stockholder Rights Agreement, dated as of the Transaction Date, pursuant to which: (i) STT Crossing shall have the right to designate a certain number of directors to the board of directors of Parent; (ii) STT Crossing agreed to limit, in certain respects, the offer, pledge, sale or acquisition of any shares of common stock or other securities of Parent for certain specified periods as set forth in the Stockholder Rights Agreement; and (iii) Parent granted STT Crossing certain registration rights and agreed to offer new equity interests in the Parent to STT Crossing for the same price and on the same terms as such new equity interests are proposed to be offered to others. In accordance with the terms of the Stockholder Rights Agreement, STT Crossing will have the right to designate and have appointed, as of the Closing, between three to five directors, depending on the size of the board of directors of the Parent at Closing. The Stockholder Rights Agreement provides that, following the Closing, STT Crossing will have the right to nominate the number of directors for Parent's board of directors that is proportionate to its percentage share ownership of Parent Common Stock. However, STT Crossing will have the right to nominate (i) at least two directors as long as it owns at least 15% of the outstanding Parent Common Stock and (ii) at least one director as long as it owns at least 10% of the outstanding Parent Common Stock. A full-text copy of the filing is available for free at: http://is.gd/aKY5Dc About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network. The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion in total assets, $2.79 billion in total liabilities and $477 million in total stockholders' deficit. Global Crossing Limited reported a consolidated net loss of $172 million on $2.609 billion of consolidated revenue for the twelve months ended Dec. 31, 2010, compared with a net loss of $141 million on $2.159 billion of revenue during the prior year. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Global Crossing's proposed $150 million of senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. GLOBAL CROSSING: Extends Term of KMPP to December 2012 ------------------------------------------------------ The Amended and Restated Global Crossing Limited Key Management Protection Plan was amended to extend the term of the plan from Dec. 31, 2011 to Dec. 31, 2012. The KMPP is intended to retain executive officers and other key executives of Global Crossing Limited by mitigating their concerns about financial hardship in the event of an involuntary termination without "cause" or a voluntary termination with "good reason". The KMPP provides enhanced severance benefits for the executive officers and certain other key employees of the Company named in the KMPP. Specifically, if a participant's employment were terminated by the Company, or if he or she were to terminate employment for "good reason", the KMPP entitles him or her to receive: (i) a lump sum payment equal to the "severance multiplier" of one or two times the sum of his or her annual base salary plus target bonus opportunity; (ii) a prorated portion of the annual target bonus for the year in which the termination occurred, subject to minimum target bonus amounts established for purposes of calculating severance; (iii) continuation of life and health insurance coverages for a number of years equal to the "severance multiplier"; and (iv) payment for outplacement services in an amount not to exceed 30% of his or her base salary All executive officers for whom disclosure was required in the Company's proxy statement for its 2010 Annual General Meeting of Shareholders pursuant to Item 402(c) of Regulation S-K are participants in the KMPP at a "severance multiplier" of two, except for CEO John Legere, whose severance arrangements are set forth in his employment agreement with the Company. Amendment of 2011 Discretionary Incentive Bonus Program On April 9, 2011, the Compensation Committee and Board of Directors of the Company amended the Global Crossing 2011 Discretionary Incentive Bonus Program. All of the NEOs participate in the 2011 Bonus Program. The amendment provides that, if the recently announced acquisition of the Company by Level 3 Communications, Inc., closes before bonus payments would otherwise be made under the 2011 Bonus Program, the performance period will terminate on the date of such closing and the Board shall at that time determine the payout amounts. That determination will be made in accordance with existing program terms, adjusted in the Board's discretion to account for the shortened performance period. Target bonuses will be pro-rated for the portion of the year through the closing, and any payout above 100% of the pro-rated target amounts will require the consent of Level 3 Communications, Inc. Any bonus payout determined by the Board will be paid in cash or stock no later than March 31, 2012. Any employee who is awarded a bonus payout by the Board will be entitled to receive that payout if he or she is terminated in a reduction in force before the payment date. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network. The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion in total assets, $2.79 billion in total liabilities and $477 million in total stockholders' deficit. Global Crossing Limited reported a consolidated net loss of $172 million on $2.609 billion of consolidated revenue for the twelve months ended Dec. 31, 2010, compared with a net loss of $141 million on $2.159 billion of revenue during the prior year. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Global Crossing's proposed $150 million of senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. GLOBAL CROSSING: Inks Pact & Plan of Amalgamation With Level 3 -------------------------------------------------------------- Global Crossing Limited entered into an Agreement and Plan of Amalgamation with Level 3 Communications, Inc., and Apollo Amalgamation Sub, Ltd., a Bermuda exempted limited liability company and a direct wholly owned subsidiary of Level 3. The Amalgamation Agreement provides that, among other things and subject to the satisfaction of certain closing conditions, Amalgamation Sub and Global Crossing will amalgamate pursuant to Bermuda law and continue as a Bermuda exempted limited liability company. As a result of the Amalgamation, (i) each issued and outstanding common share of the Company, par value $0.01 per share, other than dissenting shares or shares held by Level 3 or the Company, will be exchanged for 16 shares of Level 3's common stock, par value $0.01 per share, including the associated rights under that certain Rights Agreement, dated as of April 10, 2011, between Level 3 and Wells Fargo Bank, N.A., as rights agent and (ii) each issued and outstanding share of the Company's convertible preferred stock, par value $0.10 per share, will be exchanged for the Amalgamation Consideration, plus an amount equal to the aggregate accrued and unpaid dividends thereon. The Amalgamation Agreement also provides that the (i) issued and outstanding options to purchase the Company's Common Stock will be exchanged into options to purchase Level 3 Common Stock and (ii) issued and outstanding restricted stock units covering the Company's common stock will, to the extent applicable in accordance with their terms, vest and settle for Level 3 Common Stock. The Amalgamation is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The Amalgamation Agreement contains customary representations and warranties, including, among others, (i) representations and warranties by the Company regarding the Company's corporate organization and capitalization, the accuracy of the Company's reports and financial statements filed under the Securities Exchange Act of 1934, as amended, and the absence of certain changes or events relative to the Company and its subsidiaries since Dec. 31, 2010 and (ii) representations and warranties by Level 3 and Amalgamation Sub regarding their corporate organization, Level 3's capitalization, the accuracy of Level 3's reports and financial statements filed under the Exchange Act and the absence of certain changes or events relative to Level 3 and its subsidiaries since Dec. 31, 2010. The Amalgamation Agreement contains customary covenants, including, among others, agreements by each of the Company and Level 3 (i) to continue conducting its respective businesses in the ordinary course, consistent with past practice and in compliance with applicable law during the interim period between the execution of the Amalgamation Agreement and consummation of the Amalgamation, (ii) not to engage in certain specified kinds of transactions during that period and (iii) to hold a meeting of its stockholders to vote upon, in the case of the Company's shareholders, the approval and adoption of the Amalgamation, and, in the case of Level 3's stockholders, the approval of both the issuance of the Amalgamation Consideration and the adoption of an amendment to Level 3's Amended and Restated Certificate of Incorporation increasing the number of authorized shares of Level 3 Common Stock. In addition, each of Global Crossing and Level 3 has agreed that, subject to certain exceptions, its board of directors will recommend the approval and adoption of the Amalgamation, and the approval of each of the issuance of the Amalgamation Consideration and the adoption of the Level 3 Charter Amendment, by its stockholders. The Company and Level 3 have also made certain additional customary covenants, including, among others, not to (i) solicit or knowingly encourage inquiries or proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, engage in discussions or negotiations regarding, or provide any non-public information in connection with, alternative business combination transactions. The closing of the Amalgamation is subject to certain conditions, including (i) the approval and adoption of the Amalgamation by the Company's shareholders, (ii) the approval of issuance of the Amalgamation Consideration and the adoption of the Level 3 Charter Amendment by Level 3's stockholders, (iii) the expiration or termination of applicable waiting periods under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 and applicable antitrust laws in certain other jurisdictions, (iv) receipt of certain regulatory and governmental approvals, (v) there being no material adverse effect on the Company or Level 3 prior to the closing of the Amalgamation and (vi) other customary conditions. Either the Company or Level 3 may terminate the Amalgamation Agreement if, among certain other circumstances, (i) the Amalgamation has not become effective on or before April 10, 2012 or (ii) the Company's shareholders fail to approve the Amalgamation or Level 3's stockholders fail to approve the issuance of the Amalgamation Consideration or the adoption of the Level 3 Charter Amendment. In addition, the Company may terminate the Amalgamation Agreement under certain other circumstances, including: (a) to allow the Company to enter into a definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," (b) if Level 3's board of directors withdraws or adversely changes its approval or recommendation of the issuance of the Amalgamation Consideration or the adoption of the Level 3 Charter Amendment, (c) if Level 3 fails to obtain the proceeds sufficient to consummate the Amalgamation and repay the debt of Global Crossing required to be repaid as a result of the Amalgamation after the completion of a marketing period or (d) if Level 3 materially breaches its obligation not to solicit alternative transactions or engage in negotiations in connection therewith, or materially breaches the Amalgamation Agreement such that the conditions to closing would not be satisfied. Level 3 may terminate the Amalgamation Agreement under certain other circumstances, including: (a) to allow Level 3 to enter into a definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," (b) the Company's board of directors withdraws or adversely changes its approval or recommendation of the Amalgamation, (c) if Level 3 fails to obtain the proceeds sufficient to consummate the Amalgamation and repay the debt of Global Crossing required to be repaid as a result of the Amalgamation after the completion of a marketing period or (d) if Global Crossing materially breaches its obligation not to solicit alternative transactions or engage in negotiations in connection therewith, or materially breaches the Amalgamation Agreement such that the conditions to closing would not be satisfied. The Amalgamation Agreement also provides that (i) upon termination under specified circumstances, including, among others, a change in the recommendation of the Company's board of directors or termination of the Amalgamation Agreement by the Company to enter into definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," the Company would be required to pay to Level 3 a termination fee of $50 million and certain expenses incurred by Level 3 in pursuing the Amalgamation, including the Financing Expenses, and (ii) upon termination under specified circumstances, including, among others, a change in the recommendation of Level 3's board of directors or termination of the Amalgamation Agreement by Level 3 to enter into a definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," Level 3 would be required to pay Global Crossing a termination fee of $70 million and certain expenses incurred by Global Crossing in pursuing the Amalgamation. Level 3 would be obligated to pay to Global Crossing a termination fee of $70 million, less 50% of certain unreimbursed expenses incurred by Level 3 in pursuing the financing, including commitment and other upfront fees, if all the conditions to closing have been met and the Amalgamation is not consummated because of Level 3's failure to obtain proceeds from the Lenders sufficient to consummate the Amalgamation and refinance Global Crossing's debt at the closing of the transaction. However, if the failure to obtain such proceeds is due to Level 3's willful and material breach of its obligations to obtain financing, Level 3 would be obligated to pay to Global Crossing a termination fee of $120 million. If the failure to obtain those proceeds is due to the Lenders' willful and material breach of their obligations under the Commitment Letter or the definitive financing documents, Level 3 would be obligated to pay to Global Crossing the Financing Fee, less, in certain circumstances, 50% of the Financing Expenses; provided, that Level 3 would be required to pay to Global Crossing any amounts received from the Lenders arising from the resolution of claims against the Lenders in excess of the Financing Fee, up to an amount equal to the Supplemental Financing Fee, less, in certain circumstances, 50% of the Financing Expenses. Unanimous Written Consent On April 10, 2011, as required by the Certificate of Designation for the Company Convertible Preferred Stock, STT provided a unanimous written consent for the Company to enter into the Amalgamation Agreement, subject to certain terms and conditions. On April 10, 2011, the Company acknowledged and agreed to the terms and conditions set forth in the Consent. Voting Agreement In connection with the Amalgamation Agreement, on April 10, 2011, Global Crossing's controlling shareholder, STT Crossing Ltd., entered into a Voting Agreement with Level 3, pursuant to which it agreed, among other things, (i) subject to certain limited exceptions as set forth in the Voting Agreement, to vote the Company Common Stock and the Company Convertible Preferred Stock held by it in favor of the approval and adoption of the Amalgamation and (ii) to restrict its ability to transfer, sell or otherwise dispose of, grant proxy to or permit the pledge of or any other encumbrance on such Company Common Stock or Company Convertible Preferred Stock. Pursuant to the Voting Agreement, STT and Level 3 have agreed upon the types of actions STT would be required to take, and the types of actions STT would not be required to take, in connection with obtaining regulatory and governmental approvals required under the Amalgamation Agreement. In the event that the Amalgamation Agreement is terminated, the Voting Agreement will also terminate. As of April 11, 2011, STT beneficially owns shares of the Company Common Stock and Company Convertible Preferred Stock which, in the aggregate, represent approximately 60% of the Company's voting shares. Stockholder Rights Agreement In connection with the Amalgamation Agreement, on April 10, 2011, STT entered into a Stockholder Rights Agreement with Level 3, which becomes effective on closing of the Amalgamation, and pursuant to which Level 3 agreed, among other things, that upon closing of the Amalgamation, Level 3's board of directors will appoint a specified number of directors designated by STT, determined as follows: if, at closing Level 3's board of directors consists of (i) 13 or fewer directors, STT would be allocated three designees, (ii) 14 through 16 directors, STT would be allocated four designees or (iii) 17 or more directors, STT would be allocated five designees. The Stockholder Agreement provides that, following the closing of the Amalgamation, STT will have the right to nominate the number of directors for Level 3's board of directors that is proportionate to its percentage ownership of Level 3 Common Stock. However, STT will have the right to nominate (i) at least two directors as long as STT owns at least 15% of the outstanding Level 3 Common Stock and (ii) at least one director as long as STT owns at least 10% of the outstanding Level 3 Common Stock. Under the Stockholder Agreement, STT, for the relevant time period and without the prior written consent of the majority of the entire board of directors of Level 3, (i) is prohibited from acquiring or publicly proposing to acquire any material assets of Level 3 or seeking to effect a business combination transaction, seeking to have representatives elected to Level 3's board of directors or soliciting proxies for the purpose of seeking to control or influence the board of directors, or forming a group in connection with any of the foregoing and (ii) may not acquire any shares of Level 3 Common Stock unless after giving effect to such acquisition STT would beneficially own less than 34.5% of the outstanding shares of Level 3 Common Stock. STT is also subject to certain other limitations on the acquisition and transfer of shares of Level 3 Common Stock and securities convertible into Level 3 Common Stock. Under the Stockholder Agreement, Level 3 grants STT certain registration rights and agrees to offer new equity interests in Level 3 to STT for the same price and on the same terms as such new equity interests are proposed to be offered to others. Commitment Letter As described in Level 3's Current Report on Form 8-K filed on April 14, 2011, concurrently with the signing of the Amalgamation Agreement, Level 3 Financing, Inc. and Level 3 entered into a financing commitment letter with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Citigroup Global Markets Inc. Level 3 expects the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate the Amalgamation and to refinance certain existing indebtedness of Global Crossing. The Commitment Letter provides for a senior secured term loan facility in an aggregate amount of $650 million. The Commitment Letter also provides for a $1.1 billion senior unsecured bridge facility, if up to $1.1 billion of senior notes or certain other securities are not issued by Level 3 Financing, Inc. or Level 3 to finance the Amalgamation on or prior to the closing of the Amalgamation. The financing commitments of Bank of America and CGMI are subject to certain conditions set forth in the Commitment Letter. A full-text copy of the Agreement and Plan of Amalgamation is available for free at http://is.gd/SrXNkb About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network. The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion in total assets, $2.79 billion in total liabilities and $477 million in total stockholders' deficit. Global Crossing Limited reported a consolidated net loss of $172 million on $2.609 billion of consolidated revenue for the twelve months ended Dec. 31, 2010, compared with a net loss of $141 million on $2.159 billion of revenue during the prior year. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Global Crossing's proposed $150 million of senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. GREAT ATLANTIC & PACIFIC: Retirees Want Own Official Committee -------------------------------------------------------------- Fred Corrado, George Graham and Robert Joyce, on behalf of themselves and a group of retired non-union salaried employee plan members of The Great Atlantic & Pacific Tea Company, Inc., and Pathmark Stores, Inc., and their surviving spouses ask the U.S. Bankruptcy Court for the Southern District of New York to direct the U.S. Trustee to appoint an official committee of retirees. The retirees believe that it is important that a committee be appointed to represent their interests early in the reorganization process. Appointment of a retirees' committee is necessary to assure that the retirees are adequately represented, the group said in court papers. The group pointed out that the official committee of unsecured creditors in the Debtors' cases are dominated by unions, union pension funds, an indenture trustee and wholesalers with executory contracts. The interests of these members, the group noted, are not remotely in line with those of the retirees. The retirees represent approximately 60% of the non-union executive retirement plan members of A&P, and 100% of the non- union executive retirement plan members of Pathmark. A hearing on the request is set for April 28, at 10:00 a.m. (EST). The group is represented by Elizabeth J. Austin, Esq., at Pullman & Comley, LLC, in Bridgeport, Connecticut, with telephone number 203-330-2243. About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREAT ATLANTIC & PACIFIC: Proposes "Dark" Store Lease Procedures ---------------------------------------------------------------- The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates ask the Hon. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to approve a global procedures for assumption and assignment and rejection of non-operating unexpired nonresidential real property leases. The Debtors also seek authority to reject certain unprofitable, non-operating unexpired nonresidential real property leases and subleases. As of the Petition Date, the Debtors operated 395 conventional supermarkets, combination food and drug stores, discount food stores, and distribution centers and were party to more than 765 nonresidential real property leases or subleases across 23 states, including leases of approximately 162 stores the Debtors exited prior to filing for Chapter 11. For a large number of these exited stores, the Debtors subleased the premises to third parties to mitigate costs associated with continued rental obligations, according to papers filed with the Court. Meanwhile, the exited stores for which the Debtors could not find a suitable subtenant simply remained unoccupied, i.e., the stores went "dark." Currently, nine Dark Store Leases remain in the Debtors' lease portfolio. In addition, 55 Sublet Leases and 56 related subleases remain in the Debtors' lease portfolio. Like the remaining Dark Store Leases, the Debtors said they held on to these Sublet Leases and Subleases in hopes that they could market the Sublet Leases and Subleases to third parties for a profit. The Debtors seek approval of procedures to provide a framework for dealing with the universe of Non-Operating Leases and Subleases well in advance of the July 10, 2011 section 365(d)(4) deadline. In particular, the Lease Procedures will give lease or sublease counterparties 10 days to object to any proposed assumption and assignment or rejection and an opportunity to be heard at a hearing if those counterparties object to the proposed assumption and assignment or rejection. Consistent with the proposed procedures, the Debtors specifically seek to reject six Dark Store Leases that they have been unsuccessful in subletting or assigning for a profit and 10 Sublet Leases and 12 Subleases on which the Debtors are currently losing money. The Debtors seek to reject these specific Dark Store Leases effective as of April 6, 2011, given that they have already surrendered the relevant premises. As for the Sublet Leases and Subleases for which the Debtors are seeking to reject, the Debtors seek a rejection date effective as of April 16, 2011. The Unprofitable Leases and Subleases represent a drain on the estates' liquidity and are associated with properties where the Debtors no longer conduct business, the Debtors told the Court. Rejection of the Unprofitable Leases and Subleases will thus not only provide significant cash savings to the estates but will also allow the Debtors to concentrate their efforts on operating a scaled-down number of their most profitable, core store locations, the Debtors said. A hearing on the request will be held on April 28, at 10:00 a.m. A copy of the Motion with the schedule of the subject leases is available at http://ResearchArchives.com/t/s?75a8 About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREAT ATLANTIC & PACIFIC: Files Schedules of Assets & Debts ----------------------------------------------------------- The Great Atlantic & Pacific Tea Company, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $3,401,284 B. Personal Property $1,053,245,763 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $400,516,710 E. Creditors Holding Unsecured Priority Claims $1,872,025 F. Creditors Holding Unsecured Non-priority Claims $1,128,410,919 ----------- ----------- TOTAL $1,056,647,047 $1,530,799,654 A copy of the Schedule is available for free at http://ResearchArchives.com/t/s?75a9 About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREYSTONE LOGISTICS: Delays Filing of Feb. 28 Form 10-Q ------------------------------------------------------- Greystone Logistics, Inc., notified the U.S. Securities and Exchange Commission that it will be late in filing its quarterly report on Form 10-Q for the period ended Feb. 28, 2011. The Company said its limited personnel and resources have impaired its ability to prepare and timely file its Quarterly Report on Form 10-Q. About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. The Company's balance sheet at Nov. 30, 2010, showed $10.29 million in total assets, $18.94 million in total liabilities, and $8.64 million in total deficit. As reported in the Troubled Company Reporter on Sept. 17, 2010, HoganTaylor LLP, in Tulsa, Okla., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended May 31, 2010. The independent auditors noted that at May 31, 2010, the Company has a stockholders' deficit of $7.7 million and a working capital deficit of $12.6 million. GULF FLEET: Got Disclosure Statement OK; Plan Hearing on April 26 ----------------------------------------------------------------- Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana approved the disclosure statement explaining the plan of reorganization filed by Gulf Fleet Holdings, Inc., and its debtor affiliates, on February 28 and amended on March 28. April 19 is fixed as the last date for filing written acceptances or rejections of the Plan and the last date for filing and serving objections, if any, to the confirmation of the Plan. Objections in writing must be filed and served on counsel for proponent of the Plan at least five business days before the hearing on confirmation. April 26, at 10:00 a.m., is fixed as the date and time for hearing on confirmation of the Plan. A copy of the March 28 Plan and Disclosure Statement is available at http://ResearchArchives.com/t/s?75aa About Gulf Fleet Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC; Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on May 14, 2010. Benjamin W. Kadden, Esq., Christopher T. Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors. The Debtor is operating under the terms of cash collateral agreements with lenders led by Comerica Bank and Brightpoint Capital Partners Master Fund, L.P. Gulf Fleet estimated $100 million to $500 million in assets and $50 million to $100 million in debts in its Chapter 11 petition. In their schedules, affiliate Gulf Fleet, LLC, disclosed $2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet Management, LLC, disclosed $943,256 in assets and $45,071,399 in liabilities; and Gulf Ocean Marine Services, LLC, disclosed $15,777,138 in assets and $79,513,230 in liabilities. The official committee of unsecured creditors is represented by Alan H. Goodman, Esq., who has an office in New Orleans, and Christopher D. Johnson, Esq., and Hugh M. Ray, Jr., Esq., who have offices in Houston, Texas. GULF FLEET: Sells 3 Vessels to Multimpex for $2.2-Mil. ------------------------------------------------------ Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana authorized Gulf Fleet Offshore, L.L.C. and Gulf Ocean Marine Services, L.L.C., to sell the Gulf Carrier, Gulf Scout, and Miss Sydney, free and clear of all liens, claims and interests to Multimpex, S.A., for $2,200,000. The Debtors said in court papers that immediate consummation of the sale is the best way to maximize the value for their estates. Attempting to complete the sale of the vessels pursuant to a Chapter 11 plan is not feasible because it may cause substantial delay and create uncertainty with respect to the consummation of the sale, the Debtors continued. The Debtors and its professionals have determined that attempting the sale of the vessels by means of an auction process would not likely result in any significantly higher bid for the vessels but would result in a greater delay, they continued. About Gulf Fleet Lafayette, Louisiana-based Gulf Fleet Holdings, Inc. -- along with affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC; Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet Offshore, LLC; and Gulf Ocean Marine Services, LLC -- sought Chapter 11 protection (Bankr. W.D. La. Case No. 10-50713) on May 14, 2010. Benjamin W. Kadden, Esq., Christopher T. Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard in New Orleans, La., represent the Debtors. The Debtor is operating under the terms of cash collateral agreements with lenders led by Comerica Bank and Brightpoint Capital Partners Master Fund, L.P. Gulf Fleet estimated $100 million to $500 million in assets and $50 million to $100 million in debts in its Chapter 11 petition. In their schedules, affiliate Gulf Fleet, LLC, disclosed $2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet Management, LLC, disclosed $943,256 in assets and $45,071,399 in liabilities; and Gulf Ocean Marine Services, LLC, disclosed $15,777,138 in assets and $79,513,230 in liabilities. The official committee of unsecured creditors is represented by Alan H. Goodman, Esq., who has an office in New Orleans, and Christopher D. Johnson, Esq., and Hugh M. Ray, Jr., Esq., who have offices in Houston, Texas. HARKERS HOLLOW: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Harkers Hollow Golf Club, Inc. c/o KIRSTEN B. ENNIS, LLC 92 E. Main Street, Suite 407 Somerville, NJ 08876 Bankruptcy Case No.: 11-21834 Chapter 11 Petition Date: April 15, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: Kirsten B. Ennis, Esq. KIRSTEN B. ENNIS LLC 92 East Main Street, Suite 407 Somerville, NJ 08876 Tel: (908) 713-0345 Fax: (908) 713-0297 E-mail: kirsten@eklaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/njb11-21834.pdf The petition was signed by Richard Hunt, president. HARRY & DAVID: Proposes Richards Layton as Co-Counsel ----------------------------------------------------- Harry & David Holdings Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Richards, Layton & Finger P.A. as its bankruptcy co- counsel. A hearing is set for April 27, 2011, at 9:30 a.m., to consider the Debtors' request. Objections, if any, are due April 18, 2011. The firm will advise the Debtors of their rights, powers, and duties as debtors and debtors in possession in the continued operation of their business and management of their properties. The Debtors tell the Court that the firm has discussed with Jones Day, proposed counsel of the Debtors, on the division of responsibilities regarding the Debtors' representation in the Debtors' cases and will make every effort to avoid and minimize duplication of services. The firm will charge the Debtors based on the hourly rates of its professionals: Professionals Hourly Rates ------------- ------------ Daniel J. DeFranceschi, Esq. $650 Paul N. Heath, Esq. $550 Zachary I. Shapiro, Esq. $315 Tyler D. Semmelman, Esq. $255 Barbara J. Witters, Esq. $200 The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, Inc. -- is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. The cases are jointly administered, with Harry David Holdings as lead case. Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock & Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP are counsel to principal noteholders. Moelis & Company is the financial advisor to the principal noteholders. Lowenstein Sandler has been retained as counsel to the unsecured creditors committee in the Harry & David bankruptcy case. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. HARRY & DAVID: Wants to Hire McKinsey as Management Consultant -------------------------------------------------------------- Harry & David Holdings Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ McKinsey Recovery & Transformation Services U.S. LLC as their management consultant. A hearing is set for April 27, 2011, at 9:30 a.m., to consider the Debtors' request. Objections, if any, are due April 18, 2011. The firm will support the Debtors' management in rightsizing their cost structure by helping management to capture sourcing savings by developing a fact base to support target prices, supporting vendor selection, helping conduct requests for quotes/proposals, identifying design to value opportunities, and supporting the negotiation process. The Debtors will pay a monthly fee of $380,000 for a three-month period to the firm. The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, Inc. -- is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary I Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local counsel. David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. The cases are jointly administered, with Harry David Holdings as lead case. Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock & Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP are counsel to principal noteholders. Moelis & Company is the financial advisor to the principal noteholders. Lowenstein Sandler has been retained as counsel to the unsecured creditors committee in the Harry & David bankruptcy case. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. HD SUPPLY: Incurs $619-Mil. Net Loss in Yr. Ended Jan. 30 --------------------------------------------------------- HD Supply, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting a net loss of $619 million on $7.47 billion of revenue for the fiscal year ended Jan. 30, 2011, compared with a net loss of $514 million on $7.42 billion of net sales for the fiscal year ended Jan. 31, 2010. The Company's balance sheet at Jan. 30, 2011 showed $7.09 billion in total assets, $6.99 billion in total liabilities, and a $96 million in stockholders' equity. "In 2010, our associates' continued focus on our customers and our significant investments in the company to accelerate sales and growth momentum enabled us to gain market share and report year- over-year improved financial results, the first since 2007. Furthermore, our liquidity remains very strong, which allows us to meet our commitments and continuously invest in profitable growth," stated Joe DeAngelo, CEO, HD Supply. "These investments and our associates' outstanding performance make HD Supply the distributor of choice for our customers." A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/gZ9Z37 About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. * * * HD Supply carries 'Caa2' probability of default rating and corporate family rating, with negative outlook, from Moody's Investors Service, and a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. In April 2010, when Moody's downgraded the ratings to 'Caa2' from 'Caa1', it said, "The downgrade results from Moody's views that the construction industry, the main driver of HDS' revenues, will continue to be weak for the foreseeable future, pressuring the company's ability to generate meaningful levels of earnings and free cash flow relative to its debt." HERITAGE BANKING: Closed; Trustmark National Assumes All Deposits ----------------------------------------------------------------- Heritage Banking Group, of Carthage, Miss., was closed on Friday, April 15, 2011, by the Mississippi Department of Banking and Consumer Finance, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Trustmark National Bank, of Jackson, Miss., to assume all of the deposits of Heritage Banking Group. The eight branches of Heritage Banking Group will reopen on Monday, April, 18, 2011, as branches of Trustmark National Bank. Depositors of Heritage Banking Group will automatically become depositors of Trustmark National Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Heritage Banking Group should continue to use their existing branch until they receive notice from Trustmark National Bank that it has completed systems changes to allow other Trustmark National Bank branches to process their accounts as well. As of Dec. 31, 2010, Heritage Banking Group had approximately $224.0 million in total assets and $196.2 million in total deposits. Trustmark National Bank will pay the FDIC a premium of 0.15 percent to assume all of the deposits of Heritage Banking Group. In addition to assuming all of the deposits of the failed bank, Trustmark National Bank agreed to purchase essentially all of the assets. The FDIC and Trustmark National Bank entered into a loss-share transaction on $156.4 million of Heritage Banking Group's assets. Trustmark National Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-640-2607. Interested parties also can visit the FDIC's Web site at: http://www.fdic.gov/bank/individual/failed/heritage_ms.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $49.1 million. Compared to other alternatives, Trustmark National Bank's acquisition was the least costly resolution for the FDIC's DIF. Heritage Banking Group is the 34th FDIC-insured institution to fail in the nation this year, and the first in Mississippi. The last FDIC-insured institution closed in the state was First National Bank of Rosedale, on June 4, 2010. HERITAGE CONSOLIDATED: Has Cash Collateral Access Until Apr. 30 --------------------------------------------------------------- Heritage Consolidated, LLC and Heritage Standard Corporation and the Official Committee of Unsecured Creditors entered into a stipulation extending the Debtors' access of cash collateral through April 30, 2011, in accordance with a budget. Pursuant to the U.S. Bankruptcy Court for the Northern District of Texas' previous order authorizing the Debtors' use of cash collateral through March 31, 2011, the Debtors and the Committee are authorized to extend the use of cash collateral by written agreement filed with the Court. About Heritage Consolidated Heritage Consolidated LLC is a privately held company whose core operations consist of exploration for, and acquisition, production, and sale of, crude oil and natural gas. Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas. Its affiliate, Heritage Standard Corporation, also filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485). Kevin D. McCullough, Esq., in Dallas, Texas, serves as counsel to the Debtors. The Debtors each estimated assets and debts of $10 million to $50 million. IL LUGANO: Seeks to Sell Condominium Unit #1208 for $625,000 ------------------------------------------------------------ Il Lugano LLC seeks permission from Judge Alan H.W. Shiff of the U.S. Bankruptcy Court for the District of Connecticut to sell condominium unit #1208, free and clear of all liens, to John D. Ryan, Trustee for the John D. Ryan Revocable Trust for $625,000. The Debtor also seeks permission to pay a real estate commission of $31,250, representing 5% of the purchase price, to Realty Marketing & Development Corp. upon closing of the proposed sale. After payment of real estate commissions and closing costs, the net proceeds to the Debtor from the sale of the Unit are expected to be $589,786. The Debtor assert that a sale of the Unit will relieve it from ongoing expenses at an annual cost of $32,349, associated with owning the Unit. The bankruptcy judge will hold a hearing to consider Il Lugano, LLC's request to sell a condominium unit #1208 on April 26, 2011 at 10:00 a.m. About Il Lugano Il Lugano LLC's main asset is a four-star, boutique-styled, luxury condominium and hotel property located in Ft. Lauderdale, Florida. Il Lugano filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case No. 08-50811) on Aug. 29, 2008, Judge Alan H.W. Shiff presiding. Douglas J. Buncher, Esq. -- dbuncher@neliganlaw.com-- at Neligan Foley LLP in Dallas, Texas, and James Berman, Esq. -- jberman@zeislaw.com-- at Zeisler and Zeisler in Bridgeport, Connecticut, serve as the Debtor's bankruptcy counsel. When the Debtor filed for protection from its creditors, it listed assets of between $50 million and $100 million and debts of between $1 million and $10 million. IL Lugano filed for bankruptcy to prevent any adverse judgment and subsequent enforcement actions against IL Lugano in a lawsuit filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial Circuit of Broward County, Florida, which was set for trial on September 2, 2008, and to allow adequate time for completion of the restaurant and sale of the property. SageCrest II is also in chapter 11 proceedings (Bankr. D. Conn. Case No. 08-50754) before the Connecticut Bankruptcy Court. INDIANAPOLIS DOWNS: Wants Lazard Freres as Investment Banker ------------------------------------------------------------ Indianapolis Downs, LLC, et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Lazard Freres & Co. LLC as investment banker, nunc pro tunc to the Petition Date. Lazard Freres will, among other things: a. review and analyze the Debtors' business, operations, and financial projections; b. evaluate the Debtors' potential debt capacity in light of their projected cash flows; c. assist in the determination of a capital structure for the Debtors; and d. render financial advice to the Debtors and participate in meetings or negotiations with stakeholders and rating agencies or other appropriate parties in connection with any restructuring. Lazard Freres will be paid, among other things: a. $150,000 fee on the first day of each month until the earlier of the completion of the restructuring of the Debtors or the termination of the firm's engagement; and b. $3.50 million fee payable upon the consummation of a restructuring. More information on Lazard Freres' compensation is available for free at http://is.gd/ogolDq Daniel Aronson, managing director of Lazard Freres, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Indianapolis Downs Indianapolis Downs, LLC, operates a "racino," which is a combined race track and casino, at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, in July 2001, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375,000,000 on secured notes and $72,649,048 on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is the restructuring services provider. FD U.S. Communications, Inc., is the corporate communications consultant. Epiq Bankruptcy Solutions is the claims and notice agent. INDIANAPOLIS DOWNS: Taps Kobi Partners to Provide CRO ----------------------------------------------------- Indianapolis Downs, LLC, et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Kobi Partners, LLC, to provide chief restructuring officer and appoint Gregory F. Rayburn as CRO, nunc pro tunc to the Petition Date. Mr. Rayburn will provide these services to the Debtors: a. discharge the customary duties and responsibilities of the CRO; b. lead the restructuring process; and c. provide other services as may be requested by the Debtors. The Debtors will pay Kobi a monthly, non-refundable advisory fee of $135,000 for Mr. Rayburn's services. Mr. Rayburn, managing partner of Kobi, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Indianapolis Downs Indianapolis Downs, LLC, operates a "racino," which is a combined race track and casino, at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, in July 2001, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375,000,000 on secured notes and $72,649,048 on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Lazard Freres & Co. LLC is the investment banker. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. FD U.S. Communications, Inc., is the corporate communications consultant. Epiq Bankruptcy Solutions is the claims and notice agent. INDIANAPOLIS DOWNS: Taps Robert E. Neiman as Special Counsel ------------------------------------------------------------ Indianapolis Down, LLC, et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Robert E. Neiman, P.C., as special counsel, nunc pro tunc to the Petition Date. The Firm will: a. advise and counsel the Debtors in connection with general corporate matters, including, but not limited to, corporate, securities, financing, and transactional matters unrelated to the administration of the Chapter 11 cases; and b. other corporate services as requested by the Debtors. The Firm will bill the Debtor pursuant to the hourly rates of its professionals: Robert E. Neiman $700 Shareholders $400-$700 Of Counsel $400-$700 Associated Lawyers $400-$700 The Firm requested and received an advance retainer in the amount of $100,000. This amount has been applied prior to the Petition Date in satisfaction of fees and expenses incurred by the Firm on behalf of the Debtors. The Firm will apply to the Court for payment of compensation and reimbursement of expenses. To the best of the Debtors' knowledge, the Firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Indianapolis Downs Indianapolis Downs, LLC, operates a "racino," which is a combined race track and casino, at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, in July 2001, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375,000,000 on secured notes and $72,649,048 on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Lazard Freres & Co. LLC is the investment banker. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is the restructuring services provider. FD U.S. Communications, Inc., is the corporate communications consultant. Epiq Bankruptcy Solutions is the claims and notice agent. INDIGO-ENERGY: Unable to File Form 10-K Due to Financial Woes ------------------------------------------------------------- Indigo-Energy, Inc., previously notified the U.S. Securities and Exchange Commission that it could not file its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2010 within the time prescribed. The Company further stated that it expected to be able to file the required Annual Report within the additional time allowed. On April 14, 2011, the Company informed the SEC that it is unable to file its Annual Report within the extension period due to financial constraints that prohibit the Company from completing such Annual Report. The Company is exerting every effort to obtain the necessary funds required to enable it to file all required reports with the SEC, including its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2010. About Indigo-Energy Henderson, Nev.-based Indigo-Energy, Inc., is an independent energy company, currently engaged in the exploration of natural gas and oil. The Company's balance sheet at Sept. 30, 2010, showed $5.05 million in total assets, $11.35 million in total liabilities, and a stockholders' deficit of $6.30 million. Mark Bailey & Company, Ltd., in Reno, Nevada, expressed substantial doubt about Indigo-Energy's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. INTEGRA BANK: To Sell Integra Wealth Management & Trust Division ---------------------------------------------------------------- Integra Bank Corporation on April 11 unveiled the execution of a definitive agreement with Old National Bancorp whereby Old National will acquire Integra Wealth Management and Trust, a division of Integra Bank. ONTC will acquire the business for $1.25 million in cash. Pending the sale, ONTC has agreed to provide operational assistance to Integra Bank in its wealth management and trust activities. As a result of a Servicing Agreement between the two companies, Old National Wealth Management client advisors will immediately begin servicing Integra Wealth Management and Trust clients. The clients will have full access to Old National's investment and trust experts. This acquisition is subject to regulatory approval and satisfaction of customary closing conditions and is anticipated to close by July 1, 2011. "Though disappointed to divest our wealth management and trust business, we believe this represents the best solution for our clients to ensure they continue to receive exceptional service and investment advice," said Integra Bank Corporation Chairman & CEO Mike Alley. "The Servicing Agreement will allow a smooth and timely transition as our two teams work together," Alley added. On March 21, 2011, Integra Bank received a written notification from the Nasdaq Stock Market that the Company is not in compliance with minimum standards for shareholders' equity, as set forth in Listing Rule 5550(b) for continued listing of the Company's common stock on The Nasdaq Capital Market. The notification has no effect on the listing of the common stock on the Capital Market at this time. The Company has 45 calendar days, or until May 5, 2011, to submit a plan to Nasdaq to regain compliance with the standard for continued listing set forth in Listing Rule 5550(b). If the Compliance Plan is accepted by Nasdaq, the Company will receive an extension of up to 180 days from March 21, 2011, or until September 17, 2011, to evidence compliance. If Nasdaq does not accept the Compliance Plan, the Company may appeal the decision to a Nasdaq Hearings Panel. The Company is in the process of evaluating the content of the Compliance Plan. If the Compliance Plan is submitted, there can be no assurance that Nasdaq will accept the Compliance Plan, that the Company will receive an extension or that the Company will be able to timely regain compliance with the minimum standards for continued listing on the Capital Market. In determining whether to accept the Compliance Plan, Nasdaq will consider such things as the likelihood that the plan will result in compliance with Nasdaq's continued listing criteria, the Company's past compliance history, the reasons for the Company's current non-compliance, other corporate events that may occur within the review period, such as the Company's overall financial condition and the Company's public disclosures. The Company is also currently not in compliance with Marketplace Rule 5450(a)(1). The Bid Price rule requires that the trading price exceed $1.00 per share for a ten day period. The Company has until June 27, 2011 to regain compliance with this rule. About Integra Headquartered in Evansville, Indiana, Integra Bank Corporation (Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of Integra Bank N.A. As of Dec. 31, 2010, Integra Bank has $2.4 billion in total assets. Integra Bank currently operates 52 banking centers and 100 ATMs at locations in Indiana, Kentucky, and Illinois. In Integra Bank's annual report on Form 10-K for the fiscal year ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company's cumulative net loss to common shareholders from 2008 through 2010 exceeded $430 million and the Company has negative shareholders' equity at Dec. 31, 2010. "These results are primarily due to asset impairments, particularly loans. The Company cannot currently generate sufficient revenue to support its operating expenses and the Company's bank subsidiary has not been able to achieve the capital levels required by regulatory order. As of Dec. 31, 2010, Integra Bank Corp. had $2.421 billion in total assets, $2.440 billion in total liabilities, and a stockholders' deficit of $18.8 million. JNL Funding: Disclosure Statement Hearing Set for April 27 ---------------------------------------------------------- Hon. Alan S. Trust of the U.S. Bankruptcy Court for the Eastern District of New York will convene a hearing on April 27, 2011, at 9:30 a.m., to consider approval of the disclosure statement explaining the plan of reorganization jointly filed by JNL Funding Corp. and Joseph G. Forgione. Objections to the approval of the disclosure statement must be made in writing and filed on or before April 20. The disclosure statement explains the reorganization plan filed by the Debtors, the consolidated official committee of unsecured creditors and Textron Financial Corporation and TD Bank, N.A., fka TB BankNorth, N.A. The Plan provides that JNL will establish a liquidating trust. According to papers filed with the court, the Plan offers general unsecured creditors the opportunity to obtain approximately 10% distribution of their allowed claims in installments over not more than four years from the effective date of the Plan. No distribution would likely be available to unsecured creditors in a Chapter 7 liquidation of JNL, and a distribution substantially less than that proposed in the Plan would be likely to unsecured creditors in a Chapter 7 liquidation of Forgione. The Plan, papers said, avoids significant potential litigation against many of the unsecured creditors. A copy of the Disclosure Statement filed March 18 is available at http://bankrupt.com/misc/JNLFUNDING_DS.pdf About JNL Funding JNL Funding Corp. is a specialized real estate finance company which originates and invests in a diversified portfolio of first mortgage assets in the residential real estate market. JNL is a "hard money" lender investing primarily in real estate related first mortgages and construction loans, making loans secured by first priority mortgages primarily on single family and multi- family residential real properties. JNL's loans typically are made to real estate investors seeking to purchase and renovate properties for investment purposes. Most of JNL's loans are made to repeat customers who have multiple loans from JNL at any given time. JNL's recent loans typically bear interest at the rate of 14% per annum, and JNL typically receives four (4.0) percentage points for originating the loan. JNL Funding filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 10-73724) on May 14, 2010. Pryor & Mandelup, LLP, assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $50 million to $100 million as of the Chapter 11 filing. JNL also disclosed that its combined general unsecured debts total $19,509,090, for total debts of $50,677,195. On June 8, 2010, the United States Trustee appointed an Official Committee of Unsecured Creditors. The Court approved the Joint Administration of JNL's case and Joseph Forgione's case (Bankr. E.D.N.Y. Case No. 10-73726) on October 27, 2010. Mr. Forgione filed for bankruptcy on May 14, 2010. On Oct. 28, 2010, the U.S. Trustee appointed a creditors committee in the jointly administered cases. Counsel for the Committee is: Richard G. Gertler, Esq. THALER & GERTLER LLP 90 Merrick Avenue, Suite 400 East Meadow, NY 11554 Telephone: 516-228-3553 Counsel for secured lender Textron Financial Corp.: Steven E. Fox, Esq. EPSTEIN BECKER & GREEN P.C. 250 Park Avenue, 11th Flr New York, NY 10177-121 Telephone: 212-351-3733 Facsimile: 212-878-8688 E-mail: SFox@ebglaw.com JOHNSON BROADCASTING: Court Confirms Chap. 11 Reorganization Plan ----------------------------------------------------------------- Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, confirmed on April 11 the Chapter 11 plan of reorganization filed by Johnson Broadcasting, Inc. and its debtor affiliates. The Plan provides for the waterfall distribution of the sale proceeds from the sale of assets of JBI and JBD. The Debtors reserve their right to take any necessary actions, seeking to pay in full secured claims attaching to the property immediately after the closing of the sale without the necessity of confirmation of the Plan or the conclusion of any other pending or proposed sales of the Debtors' assets. Each holder of an allowed general unsecured claim will receive its pro rate share up to the allowed amount of the claimant's allowed claim. All distributions under the Plan will be made by the Plan agent. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/JohnsonBroadcasting_DS.pdf A full-text copy of the Confirmation Order is available for free at http://ResearchArchives.com/t/s?75ab About Johnson Broadcasting Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson Broadcasting of Dallas Inc. own and operate television stations in Texas. Closely held Johnson Broadcasting Inc. and Johnson Broadcasting of Dallas Inc. filed separate petitions for Chapter 11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585, respectively). Johnson sought Chapter 11 protection in October 2008 when the lessor of equipment sought to foreclose. The controlling shareholder, Douglas R. Johnson, also filed in Chapter 11 (Bankr. S.D Tex. Case No. 08-35584). John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel to the Debtors. In its schedules, Johnson Broadcasting Inc. listed total assets of $7,759,501 and total debts of $14,232,988. KH FUNDING: Committee Seeks to Retain BDO as Financial Advisor -------------------------------------------------------------- The Official Committee of Unsecured Creditors of KH Funding Co. seeks the U.S. Bankruptcy Court for the District of Maryland's permission to retain BDO Consulting, a division of BDO USA, LLP, as its financial advisor, nunc pro tunc to Feb. 7, 2011. As the Committee's financial advisor, BDO will: (a) analyze the financial operations of the Debtor, as necessary; (b) analyze the financial ramifications of any proposed transactions for which the Debtor seeks Bankruptcy Court approval including, but not limited to, postpetition financing, sale of all or a portion of the Debtor's assets, critical vendor payments, retention of management or employee incentive and severance plans; (c) conduct any requested financial analysis including verifying the material assets and liabilities of the Debtor, as necessary, and their values; (d) assist the Committee in its review of monthly statements of operations submitted by the Debtor; (e) perform claims analysis for the Committee; (f) assist the Committee in its evaluation of cash flow or other projections prepared by the Debtor; (g) scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of this Chapter 11 case; (h) perform forensic investigating services, as requested by the Committee and counsel, regarding prepetition activities of the Debtor in order to identify potential causes of action, including investigating intercompany transfers, improvements in position, and fraudulent transfers; (i) analyze transactions with insiders, related or affiliated companies; (j) analyze transactions with the Debtor's financing institutions; (k) attend meetings of creditors and conference with representatives of the creditor groups and their counsel; (l) attend any auctions of the Debtor's assets; (m) assist the Committee in its review of the financial aspects of a plan of reorganization or liquidation submitted by the Debtor and perform any related analyses, specifically including liquidation analyses and feasibility analyses and evaluate best exit strategy; (n) assist counsel in preparing for any depositions and testimony, as well as prepare for and provide expert testimony at depositions and court hearings, as requested; and (o) perform other necessary services as the Committee or the Committee's counsel may request from time to time with respect to the financial, business and economic issues that may arise. BDO will be paid according to its professionals' customary hourly rates: Title Rate per Hour ----- ------------- Partners/Managing Directors $475 to $795 Directors & Sr. Managers $375 to $525 Managers $325 to $425 Seniors $200 to $350 Staff $150 to $225 The hourly rates of the primary people assigned to the Chapter 11 Case are: Name Title Rate Per Hour ---- ----- ------------- David Berliner Partner $650 Michele Michaelis Director $475 Marissa Herrmann Staff $180 BDO will also be reimbursed for expenses it incurred or will incurred. Mr. Berliner -- dberliner@bdo.com -- relates that BDO is a "disinterested person," as the term is defined in Section 1103(b), of the Bankruptcy Code. About KH Funding Company Silver Spring, Maryland-based KH Funding Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com-- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Debtor's Official Committee of Unsecured Creditors. The Debtor estimated its assets and debts at $10 million to $50 million. KH FUNDING: Has Until July 1 to Decide on Colewood Lease -------------------------------------------------------- At KH Funding Company's request, Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland extended the time by which the Debtor will assume or reject a lease agreement entered with Colewood Centre SS, LLC, through and including July 1, 2011. About KH Funding Company Silver Spring, Maryland-based KH Funding Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com-- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Debtor's Official Committee of Unsecured Creditors. The Debtor estimated its assets and debts at $10 million to $50 million. KH FUNDING: Obtains Approval to Sell Snider Lane Property --------------------------------------------------------- KH Funding Company sought and obtained permission from Judge Thomas Catliota of the U.S. Bankruptcy Court for the District of Maryland to sell an improved residential real property located at 821 Snider Lane, Silver Spring, Maryland, free and clear of liens. The proceeds from the sale of the Property may be used to pay the costs of sale; any surplus proceeds will be remitted to the Debtor and held in a segregated account established by the Debtor, which surplus proceeds will not be used for any of the Debtor's cost of operations, including, but not limited to, salary or compensation expenses, until the time as the Debtor and Official Committee of Unsecured Creditors agree, or the Court orders, otherwise. The bankruptcy judge ruled that any interests to the Property as of the entry of this sale order will continue to attach to the proceeds of the sale and will have the same validity and priority as those Interests had in the Property before entry of the sale order. All recorded liens against the Property must be satisfied at closing unless the lienholder agrees otherwise in writing. About KH Funding Company Silver Spring, Maryland-based KH Funding Company filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371) on Dec. 3, 2010. Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com-- at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland, serves as the Debtor's bankruptcy counsel. W. Clarkson McDow, Jr., United States Trustee for Region 4, appointed seven creditors to serve on the Debtor's Official Committee of Unsecured Creditors. The Debtor estimated its assets and debts at $10 million to $50 million. L & T MACHINING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: L & T Machining Inc. 1827 S. Leonine Street Wichita, KS 67213-1313 Bankruptcy Case No.: 11-11045 Chapter 11 Petition Date: April 15, 2011 Court: U.S. Bankruptcy Court District of Kansas (Wichita) Judge: Robert E. Nugent Debtor's Counsel: David P. Eron, Esq. ERON LAW OFFICE, P.A. 229 E. William, Suite 100 Wichita, KS 67202 Tel: (316) 262-5500 Fax: (316) 262-5559 E-mail: david@eronlaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ksb11-11045.pdf The petition was signed by Michael V. Liu, president. LA JOLLA PHARMACEUTICAL: Incurs $3.76 Million Net Loss in 2010 -------------------------------------------------------------- La Jolla Pharmaceutical Company filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $3.76 million on $0 of revenue from collaboration agreement for the year ended Dec. 31, 2010, compared with a net loss of $8.63 million on $8.12 million of revenue from collaboration agreement during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $6.93 million in total current assets, $6.40 million in total current liabilities $47,000 in Series C-1 redeemable convertible preferred stock, and $482,000 in total stockholders' equity. BDO USA, LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered recurring losses from operations, an accumulated deficit of $428 million as of Dec. 31, 2010 and has no current source of revenues. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/40LCBl About La Jolla Pharmaceutical San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB: LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company that has historically focused on the development and testing of Riquent as a treatment for Lupus nephritis. LACK'S STORES: Gets Okay of Victoria Property Sale for $2.2MM ------------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas approved Lack's Stores, Incorporated and its debtor affiliates' sale of a real property located at 5802 North Navarro, Victoria, Texas 77904, free and clear of all liens, to Tim LaQuay and Linda LaQuay for $2,210,000. Before the sale hearing held on April 6, 2011, the LaQuays offered and Lack Properties, Inc. accepted, subject to Court approval, an offer to purchase the Property for $2,210,000. No other Qualified Bids were received by the Debtors. The terms of the sale of the Property to the Buyer are set forth in a purchase and sale agreement, as amended on February 21, and March 17, 2011. The proceeds will be paid to Lack Properties as set forth in the Agreement, and Lack Properties is authorized to (i) pay all closing costs and prorated taxes owing on the Property to consummate the sale and (b) pay a commission of 2.5% of the Purchase Price to DJM Realty Services, LLC and a commission of 2.5% of the Purchase Price to Russell Cain. The bankruptcy judge acknowledged that a lease contract between Lack's Stores, Incorporated, as tenant, and Lack Properties, as landlord is terminated as of the effective date. Any and all claims by and between the Debtors' estates related to termination or rejection of the Lease are preserved and will be determined upon further order of the Court. On the Effective Date, all creditors holding an interest against the Property are authorized to execute documents and take all other actions as may be necessary to release their interests in the Property, if any, as those Interests may have been recorded or may otherwise exist. About Lack's Stores Victoria, Texas-based Lack's Stores, Incorporated, is one of the largest, independently owned retail furniture chains in the United States. Lack's Stores is a chain of 36 retail stores and operates under the trade styles Lacks and Lacks Home Furnishings. The Company sells a complete line of furnishings for the home including furniture, bedding, major appliances and home electronics. The stores are located in South, Central, and West Texas. Lack's Stores and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 10-60149) on Nov. 16, 2010. The Debtor disclosed $182,023,008 in assets and $136,813,103 in liabilities as of the Chapter 11 filing. Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel to the Debtor. Huron Consulting Group, Inc., is the financial advisor. The Official Committee of Unsecured Creditors formed in the Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac Kenzie, Inc., is the financial advisor. LAS VEGAS MONORAIL: Disclosure Statement Hearing Moved to May 25 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Las Vegas continued to May 25, 2011 at 9:30 a.m. the hearing to consider adequacy of the information contained in the Disclosure Statement accompanying the Plan of Reorganization filed by Las Vegas Monorail Company. The Disclosure Statement hearing was set for April 11, 2011, but was further continued upon Court approval of an agreement among the Debtor, Wells Fargo Bank, U.S. Bank National Association as co-trustee and successor trustee for the 2nd Tier Bondholders, the Director of the State of Nevada Department of Business and Industry, Ambac Assurance Corporation and its Segregated Account, and Bombadier Transportation Holdings USA, Inc. Oppositions to the Disclosure Statement must be filed on or before May 11, 2011. Any replies must filed be filed on or before May 18, 2011. Plan Terms LVMC's Disclosure Statement relates that the primary objective of the reorganization and restructuring under the Plan is to maximize returns to those creditors entitled to recoveries from the estate. The Debtor desires to achieve this objective through an expeditious restructuring of, among other things, a Financing Agreement, a 1st Tier Note, and certain other debt obligations of the Debtor and other actions. The Plan classifies claims filed against the Debtor in nine classes: Class Description Estimated Amount ----- ----------- ---------------- 1 Other Priority Claims $1,806 2 Other Secured Claims $1,700 3 General Unsecured Claims $5,000 to $175,000 4 1st Tier Bond Secured Claims $7,500,000 5 1st Tier Bond Unsecured Claims $445,000,000 6 2nd Tier Bond Claims $158,749,493 7 3rd Tier Bond Claims $48,500,000 8 Director Claims $0 9 Subordinated Claims $0 Classes 1 and 2 are unimpaired and are deemed to accept the Plan, while Classes 3, 4, 5, 6, 7, 8 and 9 are impaired. Classes 3, 4, 5, 8 are entitled to vote on the Plan while Classes 6, 7, 9, because they are deemed to reject the Plan, are not voting. Class 1 claims will be paid in full in cash. Class 2 claims will be paid in full in cash or otherwise left unimpaired. Class 3 claims will be paid a pro rata share of $175,000. Class 4 claims will be entitled to amended and restated 1st Tier Note for $7,500,000 to be delivered to the Director. Class 5 claims will be entitled to an additional payment obligation note for $11,000,000 to be delivered to the Director. Class 6 claims will not any receive distribution and will be subordinated to payment in full of 1st Tier Bond Claims. Class 7 claims will not any receive distribution and will be subordinated to payment in full of 1st Tier Bond Claims and 2nd Tier Bond Claims. Class 8 claims will participate in 1st Tier Bond Claims as provided for in the Amended and Restated Financing Agreement and 1st and 2nd Tier Indenture. Class 9 will receive no distribution. On and after the Plan Effective Date, Reorganized LVMC will continue to be managed by the existing managers, officers, and directors under their existing employment agreements, if any, and otherwise according to the terms and conditions that existed on the date of the filing of the Plan, unless otherwise disclosed. Reorganized LVMC will be responsible for the payment of all Allowed Claims to be paid pursuant to the Plan which are not paid on or before the Effective Date, as well as all Allowed Claims, including Taxes and Professional Fees, incurred by the Debtor and in operating its business and complying with the Plan up to and including the Effective Date, whether due and payable before or after the Effective Date. Reorganized LVMC is authorized without further order of the Bankruptcy Court to obtain and effectuate the Working Capital Loan as the board of directors of Reorganized LVMC determines in its business judgment. On and after the Plan Effective Date, the initial board of directors of Reorganized LVMC will be comprised of the five individuals serving on the board of directors on the Confirmation Date. Thereafter, members of the board of directors will be selected pursuant to Reorganized LVMC Organizational Documents. The initial officers will be comprised of the individuals employed as officers on the Confirmation Date. The Debtor will disclose, at or prior to the Confirmation Hearing, the identity of the individuals. Conditions to Effectiveness Conditions precedent to the occurrence of the Plan Effective Date are: (a) The Confirmation Order will be a Final Order; (b) No request for revocation of the Confirmation Order under Section 1144 of the Bankruptcy Code have been made, or, if made, will remain pending, including any appeal; (c) All documents necessary to implement the transactions contemplated by the Plan will be in form and substance reasonably acceptable to the Debtor and the Director; and (d) Sufficient Cash and other Assets will be set aside, reserved and withheld by the Debtor to make the distributions required to be paid on the Effective Date or within 60 days thereafter by the Bankruptcy Code and the Plan. As of the Plan Effective Date, Reorganized LVMC will obtain sufficient tail coverage under a directors' and officers' liability insurance policy for the directors and officers of the Debtor and Reorganized LVMC, as applicable for a period of six years. The Debtor will assume and, if applicable, assign to Reorganized LVMC all of the D&O Liability Insurance Policies pursuant to Section 365(a) of the Bankruptcy Code as of the Effective Date. Entry of the Confirmation Order will constitute approval by the Bankruptcy Court of the Debtor's assumption and assignment by the Debtor to Reorganized LVMC of each of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in the Plan, Confirmation of the Plan will not discharge, impair or otherwise modify any indemnity obligations assumed by the assumption of the D&O Liability Insurance Policies, and each indemnity obligation will be deemed and treated as an Executory Contract that has been assumed by the Debtor and assigned to Reorganized LVMC under the Plan as to which no proof of Claim need be filed. LVMC's Projected Financial Statements demonstrate that the Debtor is capable of satisfying the obligations proposed under the Plan, including the payment of amounts due under the Amended and Restated 1st Tier Note and the Additional Payment Obligation Note. The Plan further notes that, as can be seen from the Debtors' filed monthly financial reports, the Debtor has generally generated revenues and incurred expenses as anticipated. As such, the Debtor is capable of meeting all Cash demands under the Plan. Liquidation Analysis According to the Plan, the Debtor has determined that in a liquidation under Chapter 7 of the Bankruptcy Code, the recoveries for each Class of Claims would vary, but would not exceed the projected recoveries under the Plan. Specifically, the Liquidation Analysis estimates proceeds of $12,925,000 would be available to Creditors in the event of liquidation of the Debtor under Chapter 7, which, but for an insignificant portion to be distributed to Holders of Allowed General Unsecured Claims, would primarily be distributed to the Director and the Director's assignee, the 1st Tier Trustee, in full and final satisfaction of Claims arising under the Financing Agreement and 1st Tier Note. Under the Plan, however, the Director and the 1st Tier Trustee will receive in full and final satisfaction of the Secured Claim portion of the Claims arising under the Financing Agreement and 1st Tier Note the Amended and Restated 1st Tier Note for $7,500,000, and will receive in full and final satisfaction of the Unsecured Claim portion of the Claims arising under the Financing Agreement and 1st Tier Note the Additional Payment Obligation Note for $11,000,000. Therefore, Holders of Class 4 and Class 5 Claims will receive the same or better treatment under the Plan than they would in a Chapter 7 liquidation. Likewise, under the Plan, Holders of Class 3 General Unsecured Claims will receive a distribution of 80%, up to a total of $175,000 in payment of approximately $150,000 - $175,000 in total Class 3 Claims (excluding damages from Debtor's rejection of Executory Contracts and Unexpired Leases and Disputed personal injury claims), where in a liquidation, the Creditors would receive an insignificant distribution. The Class 8 Holder of Director Claims will participate in the distributions to Holders of Class 4 Claims and Class 5 Claims as provided for in the Amended and Restated Financing Agreement and the 1st and 2nd Tier Indenture, and therefore will also receive better treatment under the Plan than in a Chapter 7 liquidation. Classes 6, 7, and 9 would receive nothing in the event of distribution under either a Chapter 7 liquidation or the Plan, and, therefore, would not receive more in liquidation than under the Plan. About Las Vegas Monorail Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The Monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the Petition Date. In May 2010, Ambac Assurance Corp. lost its bid to stay the bankruptcy case while a district court considers whether the bankruptcy court wrongly rejected Ambac's argument that Monorail was a municipality and thus ineligible to be a Chapter 11 debtor. LEHMAN BROTHERS: Paulson to Present Rival Plan at June 28 Hearing ----------------------------------------------------------------- A group of Lehman Brothers Holdings Inc. creditors led by Paulson & Co. and the California Public Employees Retirement System obtained approval from Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to present its proposed Chapter 11 plan of reorganization for Lehman Brothers Holdings Inc. and its debtor affiliates at the June 28, 2011 hearing, along with the reorganization plan proposed by the Debtors. Judge Peck said LBHI and the creditors reached an agreement allowing the two competing plans to be considered at the June 28 hearing, Bloomberg News reported on April 13. LBHI, however, said it might still argue that its own plan should be the first to be voted on by creditors. The company said it was willing to put competing plans on the same timeline but never agreed to waive objections to the ultimate approval process, according to a report by Reuters. LBHI previously opposed the Paulson-led group's effort to proceed on the same timeline, saying its own proposal should have primacy over the group's "parochial" interests, Bloomberg News reported. The company's initial move previously drew flak from various groups including creditors of LBHI's operating companies. The creditors, which include Goldman Sachs Bank USA, said the restructuring plan proposed by LBHI is "highly unlikely" to win court approval. They pointed out that the plan contains "gifts" that favor LBHI's senior bondholders which have not been approved by other creditors. "It would be particularly un-expeditious and uneconomical to give the plan and disclosure statement undue priority when there are likely to be significant issues raised with respect to the confirmability of the plan," the creditors said in a court filing. The Paulson-led group is the only creditor group so far to offer a competing plan but a handful of banks Morgan Stanley have indicated they may propose a third plan. Previously, the ad hoc group of creditors led by Paulson and another group of Lehman creditors, which include a group of companies led by Morgan Stanley Capital Services Inc., filed papers calling for rival plans to be considered along the same timeline as LBHI's plan. The joint administrators of Lehman Brothers International (Europe) and its affiliates told the Court that they support the Official Committee of Unsecured Creditors' argument that alternative disclosure statements should be considered concurrently with the disclosure statement filed by the Debtors. The UK Administrators also agreed that the issue of sequencing the solicitation process with respect to competing disclosure statements is not currently ripe and should be raised in connection with the June 28 disclosure statement hearing. Several holders of notes issued by Lehman Brothers Treasury, B.V., and guaranteed by LBHI, also said they support the Ad Hoc Group's request. State Street Bank also submitted a statement with the court supporting that request. To get a hearing alongside Lehman, rival plans must be filed in court by April 29, according to Paulson-CalPERs, Bloomberg said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Defends Plan Confirmation Discovery Process ------------------------------------------------------------ Lehman Brothers Holdings Inc. has asked Judge James Peck to overrule unresolved objections to the proposed discovery procedures for lack of merit. In court papers, LBHI criticized in particular an objection raised by creditors that the proposed order approving the discovery procedures provides the company and its affiliated debtors with "unfair advantage." LBHI's lawyer, Irwin Warren, Esq., at Weil Gotshal & Manges LLP, in New York, said the proposed order has been revised to put all participants in the discovery process on equal footing. "To the extent that any of these processes appear to benefit the Debtors, they are necessary as a practical matter," Mr. Warren said, pointing out that most discovery requests will be directed at the Debtors and most of the material to be collected will be produced by them. In response to an objection to the Debtors' coordinating role in the discovery, Mr. Warren said it is ministerial and only serves to streamline the process and reduce the number of requests to be received by those who will be subjected to discovery. A copy of the revised proposed order approving the discovery procedures is available without charge at: http://bankrupt.com/misc/LBHI_RevPropOrderPlanDiscovery.pdf The Official Committee of Unsecured Creditors expressed support for the approval of the proposed discovery process, saying it would allow anyone to access the information necessary to evaluate LBHI's proposed restructuring plan or any other Chapter 11 plans filed. Meanwhile, Deutsche Bundesbank and a group of investment funds led by LibertyView Credit Opportunities Fund L.P., filed court papers calling for further revision of the proposed order and asking the Court to fix the proposed procedures to allow equal treatment of participants in the discovery process. LBI Trustee Asks Court to Deny Newport Objection In a related development, Lehman Brothers Inc.'s trustee asked the Court to deny the request of a group of funds led by Newport Global Advisors LP to strike a provision in the proposed order, which requires participants to direct their requests to the Debtors for access to documents kept by both the trustee and the Debtors. "This request would only add to the burdens on both the Debtors and the LBI estate with no discernable benefit," said the trustee's lawyer, James Kobak, Esq., at Hughes Hubbard & Reed LLP, in New York. Mr. Kobak further said the provision serves as a "further safeguard against using discovery ostensibly directed to plan issues as a backdoor method for obtaining discovery for different purposes for the separate SIPA proceeding." The Court will hold a hearing on April 13, 2011, to consider approval of the proposed discovery process. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Barclays Seeks to Confirm Brokerage Assets' Value ------------------------------------------------------------------ Barclays Plc has been trying for seven weeks to confirm how much it owes or is owed on the deal transferring ownership of Lehman Brothers Holdings Inc.'s North American brokerage assets to the U.K. company, Linda Sandler at Bloomberg News reported on April 13 citing a person familiar with the case. Judge Peck, in February, granted Barclays at least $800 million of Lehman "clearance box" assets, which are certain assets held to clear trades. Judge Peck also ordered Barclays to return any cash it took to James Giddens, the trustee liquidating the remnants of the brokerage, Lehman Brothers Inc., and for now give up its claim to other brokerage assets, the report noted. The LBI Trustee has said in February that he took Judge Peck's ruling to mean that he had won $4.8 billion in assets from Barclays, Bloomberg recalled. Judge Peck, the report noted, in his ruling said Barclays should get no cash at all from the deal and denied its claim to margin accounts and other assets. The judge did not define "cash" nor specify the dollar value of some of the assets, the report further noted. In a hearing held April 12, Judge Peck, after expelling reporters from court, told Barclays to work with the LBI Trustee to obtain documentation on how much money is in the accounts, said the person, who declined to be named because the conference was private, Bloomberg related. A hearing was set for May 9, the person said, according to Bloomberg. The person familiar with the case, according to Bloomberg, said, Barclays is preparing to challenge the LBI Trustee's interpretation of Judge Peck's ruling and Barclays has asked the trustee to document whether margin assets are worth $4.8 billion or some other sum of money. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LENNY DYKSTRA: Faces Fed Suit Over Embezzlement ----------------------------------------------- Devlin Barrett, writing for The Wall Street Journal's Metropolis, reports that Lenny Dykstra has been charged with embezzling from his bankruptcy estate. According to the report, a lawyer hired by the bankruptcy trustee estimated that Mr. Dykstra sold or destroyed more than $400,000 worth of items from his California mansion and other properties after he filed for bankruptcy in 2009, federal officials said Friday. The report notes local authorities arrested Mr. Dykstra on Thursday for unrelated grand theft charges surrounding what officials say were fraudulent purchases of cars. Mr. Dykstra is in jail on $500,000 bail in that case, and a lawyer for him could not be located. About Lenny Dykstra Lenny Dykstra is a former Major League Baseball all-star player. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills, California. The Law Office of M. Jonathan Hayes, in Northridge, California, represents the Debtor. The Debtor estimated up to $50,000 in assets and $10 million to $50 million in debts in his Chapter 11 petition. A Chapter 11 trustee was appointed in September 2009, and the case was converted to a liquidation in Chapter 7 on November 20, 2009. The trustee -- Arturo M. Cisneros -- was investigating the disposition of personal property both before and after the Chapter 11 filing. In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee following issues with his failing to disclose the extent of his business with J.P. Morgan Chase & Co., which happens to be largest creditor in Mr. Dykstra's case. LEVEL 3 COMMS: Inks Agreement & Plan of Amalgamation With Global ---------------------------------------------------------------- Level 3 Communications, Inc., entered into an Agreement and Plan of Amalgamation with Apollo Amalgamation Sub, Ltd., a Bermuda exempted limited liability company and a direct wholly owned subsidiary of the Company, and Global Crossing Limited. The Amalgamation Agreement provides that, among other things and subject to the satisfaction of certain closing conditions, Amalgamation Sub and Global Crossing will amalgamate pursuant to Bermuda law and continue as a Bermuda exempted limited liability company. As a result of the Amalgamation, (i) each issued and outstanding common share of Global Crossing, par value $0.01 per share, other than dissenting shares or shares held by Level 3 or Global Crossing, will be exchanged for 16 shares of the Company's common stock, par value $0.01 per share, including the associated rights under the Rights Agreement and (ii) each issued and outstanding share of Global Crossing's convertible preferred stock, par value $0.10 per share, will be exchanged for the Amalgamation Consideration, plus an amount equal to the aggregate accrued and unpaid dividends thereon. The Amalgamation Agreement also provides that the (i) issued and outstanding options to purchase Global Crossing Common Stock will be exchanged into options to purchase Company Common Stock and (ii) issued and outstanding restricted stock units covering Global Crossing Common Stock will, to the extent applicable in accordance with their terms, vest and settle for Company Common Stock. The Amalgamation is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The Amalgamation Agreement contains customary representations and warranties, including, among others, (i) representations and warranties by Global Crossing regarding Global Crossing's corporate organization and capitalization, the accuracy of Global Crossing's reports and financial statements filed under the Securities Exchange Act of 1934, as amended, and the absence of certain changes or events relative to Global Crossing and its subsidiaries since Dec. 31, 2010 and (ii) representations and warranties by the Company and Amalgamation Sub regarding their corporate organization, the Company's capitalization, the accuracy of the Company's reports and financial statements filed under the Exchange Act and the absence of certain changes or events relative to the Company and its subsidiaries since Dec. 31, 2010. The Amalgamation Agreement contains customary covenants, including, among others, agreements by each of Global Crossing and the Company (i) to continue conducting its respective businesses in the ordinary course, consistent with past practice and in compliance with applicable law during the interim period between the execution of the Amalgamation Agreement and consummation of the Amalgamation, (ii) not to engage in certain specified kinds of transactions during that period and (iii) to hold a meeting of its stockholders to vote upon, in the case of Global Crossing's shareholders, the approval and adoption of the Amalgamation, and, in the case of the Company's stockholders, the approval of both the issuance of the Amalgamation Consideration and the adoption of an amendment to Level 3's Amended and Restated Certificate of Incorporation increasing the number of authorized shares of Company Common Stock. In addition, each of Global Crossing and the Company has agreed that, subject to certain exceptions, its board of directors will recommend the approval and adoption of the Amalgamation, and the approval of each of the issuance of the Amalgamation Consideration and the adoption of the Level 3 Charter Amendment, by its stockholders. Global Crossing and the Company have also made certain additional customary covenants, including, among others, not to (i) solicit or knowingly encourage inquiries or proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, engage in discussions or negotiations regarding, or provide any non-public information in connection with, alternative business combination transactions. The closing of the Amalgamation is subject to certain conditions, including (i) the approval and adoption of the Amalgamation by Global Crossing's shareholders, (ii) the approval of issuance of the Amalgamation Consideration and the adoption of the Level 3 Charter Amendment by Level 3's stockholders, (iii) the expiration or termination of applicable waiting periods under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 and applicable antitrust laws in certain other jurisdictions, (iv) receipt of certain regulatory and governmental approvals, (v) there being no material adverse effect on the Company or Global Crossing prior to the closing of the Amalgamation and (vi) other customary conditions. Either Global Crossing or the Company may terminate the Amalgamation Agreement if, among certain other circumstances, (i) the Amalgamation has not become effective on or before April 10, 2012 or (ii) Global Crossing's shareholders fail to approve the Amalgamation or Level 3's stockholders fail to approve the issuance of the Amalgamation Consideration or the adoption of the Level 3 Charter Amendment. In addition, Global Crossing may terminate the Amalgamation Agreement under certain other circumstances, including: (a) to allow Global Crossing to enter into a definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," (b) if the Company's board of directors withdraws or adversely changes its approval or recommendation of the issuance of the Amalgamation Consideration or the adoption of the Level 3 Charter Amendment, (c) if Level 3 fails to obtain the proceeds sufficient to consummate the Amalgamation and repay the debt of Global Crossing required to be repaid as a result of the Amalgamation after the completion of a marketing period or (d) if the Company materially breaches its obligation not to solicit alternative transactions or engage in negotiations in connection therewith, or materially breaches the Amalgamation Agreement such that the conditions to closing would not be satisfied. The Company may terminate the Amalgamation Agreement under certain other circumstances, including: (a) to allow the Company to enter into a definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," (b) Global Crossing's board of directors withdraws or adversely changes its approval or recommendation of the Amalgamation, (c) if Level 3 fails to obtain the proceeds sufficient to consummate the Amalgamation and repay the debt of Global Crossing required to be repaid as a result of the Amalgamation after the completion of a marketing period or (d) if Global Crossing materially breaches its obligation not to solicit alternative transactions or engage in negotiations in connection therewith, or materially breaches the Amalgamation Agreement such that the conditions to closing would not be satisfied. The Amalgamation Agreement also provides that (i) upon termination under specified circumstances, including, among others, a change in the recommendation of Global Crossing's board of directors or termination of the Amalgamation Agreement by Global Crossing to enter into definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," Global Crossing would be required to pay to Level 3 a termination fee of $50 million and certain expenses incurred by Level 3 in pursuing the Amalgamation, including the Financing Expenses, and (ii) upon termination under specified circumstances, including, among others, a change in the recommendation of Level 3's board of directors or termination of the Amalgamation Agreement by Level 3 to enter into a definitive agreement for an alternative business combination transaction that constitutes a "superior proposal," Level 3 would be required to pay Global Crossing a termination fee of $70 million and certain expenses incurred by Global Crossing in pursuing the Amalgamation. Level 3 would be obligated to pay to Global Crossing a termination fee of $70 million, less 50% of certain unreimbursed expenses incurred by Level 3 in pursuing the financing, including commitment and other upfront fees, if all the conditions to closing have been met and the Amalgamation is not consummated because of Level 3's failure to obtain proceeds from the Lenders sufficient to consummate the Amalgamation and refinance Global Crossing's debt at the closing of the transaction. However, if the failure to obtain such proceeds is due to Level 3's willful and material breach of its obligations to obtain financing, Level 3 would be obligated to pay to Global Crossing a termination fee of $120 million. If the failure to obtain such proceeds is due to the Lenders' willful and material breach of their obligations under the Commitment Letter or the definitive financing documents, Level 3 would be obligated to pay to Global Crossing the Financing Fee, less, in certain circumstances, 50% of the Financing Expenses; provided, that Level 3 would be required to pay to Global Crossing any amounts received from the Lenders arising from the resolution of claims against the Lenders in excess of the Financing Fee, up to an amount equal to the Supplemental Financing Fee, less, in certain circumstances, 50% of the Financing Expenses. Voting Agreement In connection with the Amalgamation Agreement, on April 10, 2011, Global Crossing's controlling shareholder, STT Crossing Ltd., entered into a Voting Agreement with the Company, pursuant to which it agreed, among other things, (i) subject to certain limited exceptions as set forth in the Voting Agreement, to vote the Global Crossing Common Stock and the Global Crossing Convertible Preferred Stock held by it in favor of the approval and adoption of the Amalgamation and (ii) to restrict its ability to transfer, sell or otherwise dispose of, grant proxy to or permit the pledge of or any other encumbrance on such Global Crossing Common Stock or Global Crossing Convertible Preferred Stock. Pursuant to the Voting Agreement, STT and the Company have agreed upon the types of actions STT would be required to take, and the types of actions STT would not be required to take, in connection with obtaining regulatory and governmental approvals required under the Amalgamation Agreement. In the event that the Amalgamation Agreement is terminated, the Voting Agreement will also terminate. As of April 11, 2011, STT beneficially owns shares of Global Crossing Common Stock and Global Crossing Convertible Preferred Stock which, in the aggregate, represent approximately 60% of Global Crossing's voting shares (which amount includes 100% of the outstanding shares of Global Crossing Convertible Preferred Stock). Stockholder Rights Agreement In connection with the Amalgamation Agreement, on April 10, 2011, STT entered into a Stockholder Rights Agreement with the Company, which becomes effective on closing of the Amalgamation, and pursuant to which the Company agreed, among other things, that upon closing of the Amalgamation, Level 3's board of directors will appoint a specified number of directors designated by STT, determined as follows: if, at closing Level 3's board of directors consists of (i) 13 or fewer directors, STT would be allocated three designees, (ii) 14 through 16 directors, STT would be allocated four designees or (iii) 17 or more directors, STT would be allocated five designees. The Stockholder Agreement provides that, following the closing of the Amalgamation, STT will have the right to nominate the number of directors for Level 3's board of directors that is proportionate to its percentage ownership of Company Common Stock. However, STT will have the right to nominate (i) at least two directors as long as STT owns at least 15% of the outstanding Company Common Stock and (ii) at least one director as long as STT owns at least 10% of the outstanding Company Common Stock. Under the Stockholder Agreement, STT, for the relevant time period and without the prior written consent of the majority of the entire board of directors of the Company, (i) is prohibited from acquiring or publicly proposing to acquire any material assets of the Company or seeking to effect a business combination transaction, seeking to have representatives elected to the Company's board of directors or soliciting proxies for the purpose of seeking to control or influence the board of directors, or forming a group in connection with any of the foregoing and (ii) may not acquire any shares of Company Common Stock unless after giving effect to such acquisition STT would beneficially own less than 34.5% of the outstanding shares of Company Common Stock. STT is also subject to certain other limitations on the acquisition and transfer of shares of Company Common Stock and securities convertible into Company Common Stock. Under the Stockholder Agreement, Level 3 grants STT certain registration rights and agrees to offer new equity interests in Level 3 to STT for the same price and on the same terms as such new equity interests are proposed to be offered to others. Commitment Letter Concurrently with the signing of the Amalgamation Agreement, Level 3 Financing, Inc., and the Company entered into a financing commitment letter with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Citigroup Global Markets Inc. Level 3 expects the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate the Amalgamation and to refinance certain existing indebtedness of Global Crossing. The Commitment Letter provides for a senior secured term loan facility in an aggregate amount of $650 million. The Commitment Letter also provides for a $1.1 billion senior unsecured bridge facility, if up to $1.1 billion of senior notes or certain other securities are not issued by Level 3 Financing, Inc., or the Company to finance the Amalgamation on or prior to the closing of the Amalgamation. The financing commitments of Bank of America and CGMI are subject to certain conditions set forth in the Commitment Letter. Rights Agreement On April 10, 2011, Level 3 entered into a Rights Agreement with Wells Fargo Bank, N.A., as rights agent. The Company entered into the Rights Agreement in an effort to deter acquisitions of Company Common Stock that would potentially limit the Company's ability to use its built-in losses and any resulting net loss carryforwards to reduce potential future federal income tax obligations. The Company's ability to use its NOLs may be negatively affected if there is an "ownership change," as defined under Section 382 of the Internal Revenue Code of 1986, as amended. In general, this would occur if certain ownership changes related to Company Common Stock that is held by five percent or greater stockholders exceed 50%, measured over a rolling three-year period. Completion of the Amalgamation would move the Company significantly closer to the 50% ownership change and increase the likelihood of a loss of the company's valuable NOLs. General. Under the Rights Agreement, from and after the record date of April 21, 2011, each share of Company Common Stock will carry with it one preferred share purchase right until the Distribution Date or earlier expiration of the Rights. In general terms, the Rights will impose a significant penalty upon any person that, together with all Affiliates and Associates of such person, acquires 4.9% or more of the outstanding Company Common Stock after April 10, 2011. Stockholders that own 4.9% or more of the outstanding Company Common Stock as of the close of business on April 10, 2011, will not trigger the Rights so long as they do not (i) acquire additional shares of Company Common Stock representing 0.5% or more of the shares of Company Common Stock outstanding at the time of such acquisition or (ii) fall under 4.9% ownership of Company Common Stock and then re-acquire shares that in the aggregate equal 4.9% or more of the Company Common Stock. A person will not trigger the Rights solely as a result of (a) any transaction that the Company's board of directors determines, in its sole discretion, is an exempt transaction for purposes of triggering the Rights and (b) any acquisition that occurs or may be deemed to occur as a result of entering into the Amalgamation Agreement and the transactions contemplated thereby. STT and its Affiliates and Associates will be exempt from these limitations for the purposes of the Rights Agreement, unless and until STT acquires any Company Common Stock other than (x) pursuant to the transactions contemplated by the Amalgamation Agreement, (y) in specified transactions permitted under the Stockholder Agreement or (z) any transfers of Company Common Stock or other Company equity interests between STT and its Affiliates. A person to whom STT transfers any amount of Company Common Stock pursuant to and as permitted by a specified provision of the Stockholder Agreement will be exempt for purposes of the Rights Agreement, unless and until such person acquires any additional Company Common Stock. The Company's board of directors may, in its sole discretion prior to the Distribution Date, exempt any person or group for purposes of the Rights Agreement if it determines the acquisition by such person or group will not jeopardize the Company's tax benefits or is otherwise in the Company's best interests. Any person that acquires shares of Company Common Stock in violation of these limitations is known as an "Acquiring Person." The Rights Agreement is not expected to interfere with any merger or other business combination approved by the Company's board of directors. The Rights. From the Record Date until the Distribution Date or earlier expiration of the Rights, the Rights will trade with, and will be inseparable from, Company Common Stock. New Rights will also accompany any new shares of Company Common Stock that the Company issues after April 21, 2011 until the Distribution Date or earlier expiration of the Rights. Exercise Price. Each Right will allow its holder to purchase from the Company 0.0001 of a share of Series B Junior Participating Preferred Stock for $9.00, subject to adjustment, once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend and liquidation rights as would one share of Company Common Stock. Prior to exercise, a Right does not give its holder any dividend, voting or liquidation rights. Exercisability. The Rights will not be exercisable until 15 business days after the public announcement that a person or group has become an Acquiring Person unless the Rights Agreement has been terminated or the Rights have been redeemed. The date when the Rights become exercisable is the "Distribution Date." Until that date or earlier expiration of the Rights, Company Common Stock certificates will also evidence the Rights, and any transfer of shares of Company Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Company Common Stock. Any Rights held by an Acquiring Person, or any Affiliates or Associates of the Acquiring Person, are void and may not be exercised. Consequences of a Person or Group Becoming an Acquiring Person. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person, or any Affiliates or Associates of the Acquiring Person, may, upon payment of the Exercise Price, purchase shares of Company Common Stock with a market value of twice the Exercise Price, based on the "current per share market price" of Company Common Stock on the date of the acquisition that resulted in such person or group becoming an Acquiring Person. Exchange. After a person or group becomes an Acquiring Person, the Company's board of directors may extinguish the Rights by exchanging one share of Company Common Stock or an equivalent security for each Right, other than Rights held by the Acquiring Person, or any Affiliates or Associates of the Acquiring Person. Preferred Share Provisions. Each 0.0001 of a Preferred Share, if issued: * will not be redeemable; * will entitle its holder to dividends equal to the dividends, if any, paid on one share of Company Common Stock; * will entitle its holder upon liquidation either to receive $1.00 or an amount equal to the payment made on one share of Company Common Stock, whichever is greater; * will vote together with Company Common Stock as one class on all matters submitted to a vote of stockholders of the Company and will have the same voting power as one share of Company Common Stock, except as otherwise provided by law; and * will entitle holders to a per share payment equal to the payment made on one share of Company Common Stock, if shares of Company Common Stock are exchanged via merger, consolidation, or a similar transaction. The value of 0.0001 interest in a Preferred Share is expected to approximate the value of one share of Company Common Stock. Expiration. The Rights will expire on the earliest of (i) the day following the third anniversary of the closing of the transactions contemplated by the Amalgamation Agreement, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, (iv) the time at which the Company's board of directors determines that the NOLs are utilized in all material respects or that an ownership change under Section 382 of the Code, would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes, (v) the first anniversary of the closing of the transactions contemplated by the Amalgamation Agreement if approval of the Rights Agreement by the affirmative vote of the holders of a majority of the voting power of the outstanding Company Common Stock has not been obtained prior to such date, (vi) the termination of the Amalgamation Agreement or (vii) a determination by the Company's board of directors, prior to the Distribution Date, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders. Redemption. The Company's board of directors may redeem the Rights for $0.0001 per Right at any time before the Distribution Date. If the Company's board of directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.0001 per Right. The redemption price will be adjusted if the Company has a stock split or stock dividends of Company Common Stock. Anti-Dilution Provisions. The Company's board of directors may adjust the Exercise Price, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of the Preferred Shares or Company Common Stock. Amendments. The terms of the Rights Agreement may be amended by the Company's board of directors without the consent of the holders of the Rights. After the Distribution Date, the Company's board of directors may not amend the agreement in a way that adversely affects holders of the Rights. A full-text copy of the Agreement and Plan of Amalgamation is available for free at http://is.gd/1Gg5Tm About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion in total assets, $8.51 billion in total liabilities and a $157 million stockholders' deficit. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LEVI STRAUSS: J. Calhoun Resigns as EVP & Pres. of Global Dockers ----------------------------------------------------------------- James A. Calhoun, Executive Vice President and President, Global Dockers(R) Brand, of Levi Strauss & Co., resigned from that position to pursue other opportunities, effective April 22, 2011. R. John Anderson, President and Chief Executive Officer, will assume responsibilities for the role until a successor is selected. About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. The Company reported net income of $149.44 million on $4.33 billion of net sales for the year ended Nov. 28, 2010, compared with net income of $150.71 million on $4.02 billion of net sales for the year ended Nov. 29, 2009. The Company's balance sheet at Nov. 28, 2010 showed $3.14 billion in total assets, $3.34 billion in total liabilities, and a $208.80 million stockholders' deficit. * * * The Company carries a 'B+' corporate credit rating from Standard & Poor's, a 'B1' corporate family rating from Moody's Investors Service and a 'BB-' issuer default rating from Fitch Ratings. As reported by the TCR on March 24, 2011, Fitch Ratings has downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+' from 'BB-'. The downgrade of the IDR reflects Levi's soft operating trends and margin compression, continued high financial leverage, and Fitch's expectation that Levi's financial profile will not show meaningful improvement in the next one to two years. MCGINNIS LAND: Court Dismisses Chapter 11 Cases ----------------------------------------------- In an order dated April 1, 2011, the U.S. Bankruptcy Court for the Northern District of Texas dismissed the Chapter 11 cases of McGinnis Land Partners I, LP, and Canyon Falls Land Partners, LP. In addition, the Court ruled that: -- the Debtors will pay the fees of its bankruptcy professionals and the U.S. Trustee; -- the final fee application of the bankruptcy professionals are approved; and -- the Debtors will not file another Chapter 11 petition within six months. Dallas, Texas-based McGinnis Land Partners I, LP, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10- 34654) on July 2, 2010. Michael D. Warner, Esq., at Cole Schotz Meisel Forman & Leonard PA, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000 The Company's affiliate, Canyon Falls Land Partners, LP, filed a separate Chapter 11 petition on July 2, 2010 (Case No. 10-34655). MGM RESORTS: Inks Pact to Obtain 51% Ownership of MGM China ----------------------------------------------------------- MGM Resorts International has entered into agreements with Ms. Pansy Ho pursuant to which the proposed initial public offering of the shares of MGM China Holdings Limited on the Hong Kong Stock Exchange and related transactions will be structured so that MGM Resorts will obtain 51% ownership, and management control, of MGM China upon consummation of the offering. As a part of an overall restructuring of their relationship, Ms. Ho has agreed to invest in MGM Resorts by purchasing $300 million aggregate principal amount of convertible senior notes issued by MGM Resorts on terms similar to MGM Resorts' existing 4.25% convertible senior notes due 2015. These agreements remain subject to certain conditions, including required approvals of the Hong Kong Stock Exchange, and there can be no assurance that the proposed transactions will be consummated. MGM Resorts and Ms. Ho have formed MGM China as a listing vehicle for the proposed IPO. MGM China will become the owner of MGM Grand Paradise, S.A., the Macau company that owns the MGM Macau resort and casino and the related gaming sub-concession. Upon consummation of the IPO, MGM China will be owned (through intermediary companies) 51% by MGM Resorts, 29% by Ms. Ho, and 20% by public shareholders. An entity controlled by Ms. Ho will grant an over-allotment option to the underwriters equal to up to 3% of the shares of MGM China, the exercise of which will reduce her holdings. In the transactions, MGM Resorts will acquire a 1% interest at the same price per share as the shares sold to public shareholders in the IPO. The net proceeds of the offering and of MGM Resorts' 1% purchase will be remitted to an entity controlled by Ms. Ho. Through an intermediary entity, she will use a portion of these proceeds to invest in the convertible senior notes. MGM Resorts will receive the net proceeds from the proposed convertible senior notes, but will not receive any proceeds from the IPO. The timing or terms of any such listing have not yet been determined, and there is no assurance as to whether MGM China will ultimately proceed with the IPO, or whether the application will be approved by the Hong Kong Stock Exchange. The MGM China ordinary shares proposed to be offered will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The convertible senior notes proposed to be offered, and any shares of MGM Resorts' common stock issuable upon conversion of the notes, will not be registered under the Securities Act, or any state securities law and may not be offered or sold in the United States absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The sale of the notes will be exempt from registration under the Securities Act. About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company reported a net loss of $1.44 billion on $6.01 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.29 billion on $5.97 billion of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion in total assets, $15.96 billion in total liabilities and $3.00 billion in total stockholders' equity. * * * As reported by the Troubled Company Reporter on Oct. 18, 2010, Standard & Poor's Ratings Services revised its rating outlook on MGM Resorts to stable from developing. At the same time, S&P affirmed all of its existing ratings on MGM, including the 'CCC+' corporate credit rating. The 'CCC+' corporate credit rating reflects MGM's significant debt burden, S&P's expectation for meaningful declines in cash flow generation in 2010, and the company's weak liquidity position. While MGM maintains a leading presence on the Las Vegas Strip, 2010 will be another challenging year for the Strip, and prospects for a meaningful rebound in 2011 are uncertain. The recent pricing of the primary offering of common stock has bolstered liquidity; however, the company's ability to weather the current downturn and continue to service its debt obligations over the longer term relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation. The TCR also reported that Fitch Ratings revised the Rating Outlook for MGM Resorts to Positive following the company's equity issuance. In addition, Fitch affirmed the Issuer Default Rating at 'CCC'. MGM's 'CCC' IDR continues to reflect a credit profile with substantial credit risk. MGM's probability of default still displays a high sensitivity to an uninterrupted recovery in the Las Vegas market, significant reliance on a favorable refinancing and capital markets environment due to its heavy debt maturity schedule, a highly leveraged balance sheet despite potential debt reduction from the equity issuance, and a weak near-term free cash profile. In addition, MGM's obligation under the CityCenter completion guarantee continues to escalate, and Fitch believes the company is currently under-investing in its properties, which will likely impact asset quality. As reported by the TCR on March 4, 2011, Moody's upgraded MGM Resorts International's Corporate Family rating to B3 and its Probability of Default rating to Caa1. The upgrade reflects signs of modest improvement in demand trends in Las Vegas, debt repayment during 2010 from the proceeds of equity issuances, and completion of a new multi-year financing package for CityCenter (MGM's 50% owned project on the Las Vegas Strip.) MOHEGAN TRIBAL: Posts March Statistical Report for Mohegan Sun -------------------------------------------------------------- The Mohegan Tribal Gaming Authority posted on its Web site its Slot Machine Statistical Report for Mohegan Sun at Pocono Downs containing statistics relating to slot handle, gross slot win, gross slot hold percentage, Pennsylvania slot tax and weighted average number of slot machines. The Slot Machine Statistical Report includes these statistics on a monthly basis for the six months ended March 31, 2011 and the fiscal year ended Sept. 30, 2010. A copy of the Slot Machine Statistical Report is available for free at http://is.gd/I9RU81 About Mohegan Tribal Headquartered in Uncasville, Conn., Mohegan Tribal Gaming Authority conducts and regulates gaming activities on Tribal lands, which are federally recognized Indian tribe reservations in southeastern Connecticut. The Authority has noted that its Bank Credit Facility matures on March 9, 2012 and its 2002 Senior Subordinated Notes mature on April 1, 2012. In addition, a substantial portion of the Authority's remaining indebtedness matures over the following three fiscal years. The Authority believes that it will need to refinance all or part of its indebtedness at or prior to each maturity thereof in order to maintain sufficient resources for its operations. The Authority has engaged Blackstone Advisory Partners, L.P. to assist in its strategic planning relating to its debt maturities. The Company's balance sheet at Dec. 31, 2010 showed $2.21 billion in total assets, $2.07 billion in total liabilities and $141.32 million in total capital. * * * At the end of November 2010, Moody's Investors Service downgraded Mohegan Tribal Gaming Authority's Corporate Family and Probability of Default ratings to Caa2 from B3. All of MTGA's rated long-term debt was also lowered. The rating outlook is negative. The ratings downgrade reflects Moody's view that MTGA could find it difficult to refinance significant upcoming debt maturities without some impairment to bondholders given its high leverage -- debt/EBITDA is over 7 times -- limited near-term growth prospects for Mohegan Sun Casino, the likely continuation of weak consumer gaming demand trends in the Northeastern U.S., and the strong possibility of gaming in Massachusetts. The company's $675 million revolver ($527 million outstanding at Sept. 30, 2010) expires in March 2012 and its $250 million 8% senior subordinated notes mature in April 2012. Combined, these debt items account for about 50% of MTGA's total debt outstanding. MTGA has announced that it hired Blackstone Group to help deal with its capital structure issues, although no details have been made available regarding MTGA's options. Given the company's recently announced weak fiscal fourth quarter results along with the significant near- and long-term challenges previously mentioned, Moody's believes a restructuring that involves some impairment to bondholders will be considered. The negative ratings outlook reflects the relatively short time frame in which MTGA has to address what Moody's believes to be a significant capital structure issue. If MTGA is not able to refinance by March 2011 its $675 million revolver will be become current. The same holds true for the company's $250 million 8% senior subordinated notes to the extent these notes are not refinanced by April 1, 2011. MONTEBELLO, CA: Interim Administrator Cosentini Steps Down ---------------------------------------------------------- The Pasadena Star-News reports that Interim City Administrator Peter Cosentini tendered his resignation on April 12, 2011, because he doesn't feel the City Council is moving quickly enough to address looming insolvency. Pasadena Star-News relates that Mr. Cosentini was hired in August to replace former interim administrator Randy Narramore, who left in July. He's been asking elected officials to take on the budget crisis since November but after an April 6 meeting decided the Council needed "someone who is more in tune with your approach to municipal finance," according to his resignation letter. His final day will be May 12, the Pasadena Star-News discloses. As reported in Troubled Company Reporter on March 8, 2011, The Los Angeles Times said that millions in Montebello city funds have been mismanaged or drained from off-the-books accounts, leaving officials scrambling for explanations and prompting fears about the city's solvency. Federal officials say Montebello misused $1.3 million in federal housing money and want it back; a city official discovered $5 million in debt in March; and the city has been sued by a businessman who alleges it illegally borrowed up to $19 million from its redevelopment agency last fall. MSR RESORT: Section 341(a) Meeting Moved to April 26 ---------------------------------------------------- Paul M. Basta, Esq., at Kirkland & Ellis LLP, announced that the meeting of creditors of MSR Resort Golf Course LLC and its debtor- affiliates has been moved to April 26, 2011, at 2:00 p.m., prevailing Eastern Time, at the Office of the United States Trustee, 80 Broad Street, 4th Floor in New York. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc. A joint venture affiliated Morgan Stanley's CNL Hotels & Resorts owned the resorts before the foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature Feb. 1, 2011, were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort listed $59,399,666 in total assets and $1,013,213,968 in total liabilities. NASDAQ OMX: May Get Junk Rating if Euronext Bid Is Raised --------------------------------------------------------- Michael Aneiro, writing for Dow Jones Newswires, reports that now that NYSE Euronext has rejected its $11.3 billion takeover offer, Nasdaq OMX Group Inc. faces a dilemma: give up entirely, or raise its bid substantially and risk having its debt cut to "junk" status. Dow Jones notes that when Nasdaq teamed up with IntercontinentalExchange Inc. earlier this month to make its unsolicited offer for NYSE, credit-rating firms raised red flags. Dow Jones recounts Standard & Poor's Ratings Services put Nasdaq's credit rating on watch for potential downgrade, while Moody's Investors Service changed its outlook on Nasdaq to negative from stable. S&P currently rates Nasdaq triple-B, two levels above speculative grade; Moody's rates it Baa3, on the cusp of junk. Dow Jones relates Peter Nerby, senior vice president on Moody's banking team, said the proposed NYSE transaction is quite a bit larger, and it's a significant spike in leverage. Accordng to Dow Jones, Nasdaq has made no indication that it intends to raise its bid for NYSE, and a spokesman for Nasdaq declined to comment. Should Nasdaq decide to boost its bid, possibly necessitating the issuance of additional debt to fund the offer, it could see its ratings fall to speculative-grade status. NEW HORIZONS BANK: Closed; Citizens South Assumes All Deposits -------------------------------------------------------------- New Horizons Bank of East Ellijay, Ga., was closed on Friday, April 15, 2011, by the Georgia Department of Banking and Finance, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Citizens South Bank of Gastonia, N.C., to assume all of the deposits of New Horizons Bank. The sole branch of New Horizons Bank will reopen on Monday, April 18, 2011, as a branch of Citizens South Bank. Depositors of New Horizons Bank will automatically become depositors of Citizens South Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of New Horizons Bank should continue to use their existing branch until they receive notice from Citizens South Bank that it has completed systems changes to allow other Citizens South Bank branches to process their accounts as well. As of Dec. 31, 2010, New Horizons Bank had approximately $110.7 million in total assets and $106.1 million in total deposits. Citizens South Bank will pay the FDIC a premium of 1.0 percent to assume all of the deposits of New Horizons Bank. In addition to assuming all of the deposits of the failed bank, Citizens South Bank agreed to purchase essentially all of the assets. The FDIC and Citizens South Bank entered into a loss-share transaction on $84.7 million of New Horizons Bank's assets. Citizens South Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-930-5170. Interested parties also can visit the FDIC's Web site at: http://www.fdic.gov/bank/individual/failed/newhorizons.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $30.9 million. Compared to other alternatives, Citizens South Bank's acquisition was the least costly resolution for the FDIC's DIF. New Horizons Bank is the 30th FDIC-insured institution to fail in the nation this year, and the eighth in Georgia. The last FDIC-insured institution closed in the state was Bartow County Bank of Cartersville, also on April 15, 2011. NEXITY BANK: Closed; AloStar Bank Assumes All Deposits ------------------------------------------------------ Nexity Bank, of Birmingham, Ala., was closed on Friday, April 15, 2011, by the State of Alabama Banking Department, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with AloStar Bank of Commerce of Birmingham, Ala., a newly-chartered bank, to assume all of the deposits of Nexity Bank. The sole branch of Nexity Bank will reopen on Monday, April, 18, 2011, as a branch of AloStar Bank of Commerce. Depositors of Nexity Bank will automatically become depositors of AloStar Bank of Commerce. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Nexity Bank should continue to use their existing branch. As of Dec. 31, 2010, Nexity Bank had approximately $793.7 million in total assets and $637.8 million in total deposits. In addition to assuming all of the deposits of the failed bank, AloStar Bank of Commerce agreed to purchase essentially all of the assets. The FDIC and AloStar Bank of Commerce entered into a loss-share transaction on $384.2 million of Nexity Bank's assets. AloStar Bank of Commerce will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-877-367-2718. Interested parties also can visit the FDIC's Web site at: http://www.fdic.gov/bank/individual/failed/nexity.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $175.4 million. Compared to other alternatives, AloStar Bank of Commerce's acquisition was the least costly resolution for the FDIC's DIF. Nexity Bank is the 31st FDIC- insured institution to fail in the nation this year, and the first in Alabama. The last FDIC-insured institution closed in the state was First Lowndes Bank of Fort Deposit, on March 19, 2010. NEXITY FINANCIAL: Seeking Fresh Capital From P/E Firms ------------------------------------------------------ Robin Sidel, writing for The Wall Street Journal, reports that Nexity Financial Corp. is racing to get fresh capital and is working on a deal with several private-equity firms, according to people familiar with the bank's plans. David Long, Nexity's president, declined to comment, according to the Journal. The Troubled Company Reporter on Aug. 4, 2010, reported that Nexity filed a Prepackaged Plan of Reorganization and disclosure statement. Under the Prepackaged Plan, approximately $36.2 million in debt would be fully resolved. The effects of the Prepackaged Plan, if confirmed by the Bankruptcy Court, would significantly improve the Debtor's capital position and avoid the Nexity Bank being placed in receivership and the Debtor going into liquidation. The Debtor initially sought approval of its prepackaged Chapter 11 plan later that month. Russell Hubbard, writing for The Birmingham News, said in March that Nexity, which aims to stay in business, has yet to have an exit plan confirmed by the court. Nexity Financial Corporation -- http://www.nexitybank.com/-- provides capital and support services for community banks. Its bank subsidiary, Nexity Bank, is operating under a cease and desist order issued by regulators. Birmingham, Alabama-based Nexity had net losses of $26 million in 2009 and $13 million in 2008. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-12293) on July 22, 2010. Drew G. Sloan, Esq.; Mark D. Collins, Esq.; and Michael Joseph Merchant, Esq., at Richards Layton & Finger, assist the Company in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million as of the Petition Date. The U.S. Trustee did not establish an Official Committee of Unsecured Creditors due to insufficient interest. NOVELOS THERAPEUTICS: Reports $2.09 Million Net Income in 2010 -------------------------------------------------------------- Novelos Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting net income of $2.09 million on $33,334 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $22.27 million on $33,334 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $2.46 million in total assets, $887,306 in total current liabilities, $366,667 in deferred revenue-noncurrent and $1.21 million in total stockholders' equity. Stowe & Degon LLC, in Westborough, Massachusetts, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2010 financial results. The independent auditors noted that the Company has generated insignificant revenues and has incurred continuing losses in the development of its products. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/Mh8wkj About Novelos Therapeutics Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT) -- http://www.novelos.com/-- is a biopharmaceutical company developing oxidized glutathione-based compounds for the treatment of cancer and hepatitis. NPS PHARMACEUTICALS: To Offer 11MM Common Shares at $9.00 Apiece ---------------------------------------------------------------- NPS Pharmaceuticals, Inc., entered into an underwriting agreement with Citigroup Global Markets Inc. and Leerink Swann LLC, acting as representatives of the several underwriters pursuant to which the Company agreed to offer and sell 11,000,000 shares of its common stock in an underwritten public offering at a public offering price of $9.00 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30- day option to purchase up to an additional 1,650,000 shares to cover over-allotments, if any. The Company expects to receive approximately $93 million in net proceeds from the Offering, after underwriting fees and discounts and other offering expenses, or approximately $107 million if the Underwriters exercise their over-allotment option in full. The shares are expected to be delivered to the Underwriters on or about April 19, 2011, subject to the satisfaction of customary closing conditions. The shares are being offered and sold in the Offering pursuant to the Company's currently effective shelf registration statement on Form S-3, as supplemented by a prospectus supplement dated April 13, 2011. A full-text copy of the Underwriting Agreement is available for free at http://is.gd/CBdJIU About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. The Company reported a consolidated net loss of $31.44 million on $89.41 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.86 million on $84.15 million of total revenue during the prior year. The Company and its subsidiaries' consolidated balance sheet at Dec. 31, 2010 showed $228.90 million in total assets, $384.18 million in total liabilities and a $155.27 million stockholders' deficit. NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it has not been profitable since its inception in 1986. As of Dec. 31, 2009, it had an accumulated deficit of $922.7 million. "Currently, we are not a self-sustaining business and certain economic, operational and strategic factors may require us to secure additional funds." The Company though believes its existing capital resources at Dec. 31, 2009, along with the receipt of $38.4 million from the sale of its REGPARA royalty stream, should be sufficient to fund its current and planned operations through at least January 1, 2011. OLDE PRAIRIE: Can't Pay DIP Financing Expenses Using JMB Funds -------------------------------------------------------------- Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northeastern District of Illinois, Eastern Division, will convene a hearing on May 23, 2011, at 11:00 a.m., on the status of the disclosure statement and proposed plan of reorganization filed by Olde Prairie Block Owner, LLC. The Debtor is given until May 16, at 5:00 p.m., to file an amended plan and disclosure statement. About Olde Prairie Block Owner Olde Prairie Block Owner, LLC, owns two adjacent parcels of land just north of McCormick Place in Chicago, Ill. The Company sought chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on May 18, 2010. The Debtor is represented by John E. Gierum, Esq., at Gierum & Mantas in Rosemont, Ill., and John Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq., at Ungaretti & Harris LLP, in Chicago, Ill. The Debtor estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million at the time of the filing. The Debtor filed a Chapter 11 plan on Sept. 11, 2010, and a copy of that plan is available at http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfatno charge. OLSON AND IMHOFF: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Olson and Imhoff Farm LLC 5268 Olson Road Ferndale, WA 98248 Bankruptcy Case No.: 11-14307 Chapter 11 Petition Date: April 14, 2011 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Timothy W. Dore Debtor's Counsel: Robert J. La Rocco, Esq. ATTORNEY AT LAW 1313 E. Maple Street, Suite 201 Bellingham, WA 98225 Tel: (360) 603-9545 E-mail: robert@laroccolaw.us Scheduled Assets: $0 Scheduled Debts: $1,062,720 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/wawb11-14307.pdf The petition was signed by Starlare Hovander, manager. OMEGA OPTICAL: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Omega Optical, Inc. 2385 West Cheltenham Avenue, Suite 336 Philadelphia, PA 19150 Bankruptcy Case No.: 11-13036 Chapter 11 Petition Date: April 14, 2011 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Bruce I. Fox Debtor's Counsel: Dimitri L. Karapelou, Esq. LAW OFFICES OF DIMITRI L. KARAPELOU, LLC 1600 Market Street, 25th Floor Philadelphia, PA 19103 Tel: (215) 391-4312 Fax: (215) 391-4350 E-mail: dkarapelou@karapeloulaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Steven Davis, president. OVERLAND STORAGE: Regains Compliance With NASDAQ Requirements ------------------------------------------------------------- The NASDAQ Stock Market notified Overland Storage, Inc., that it is in compliance with the minimum market value of listed securities requirement set forth in Listing Rule 5550(b)(2). Accordingly, the Company complies with the requirements for continued listing of its shares of common stock on The NASDAQ Capital Market and this matter is now closed. About Overland Storage San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. The Company's balance sheet at Dec. 31, 2010 showed $39.82 million in total assets, $38.31 million in total liabilities and $1.52 million in shareholders' equity. As reported in the Troubled Company Reporter on Sept. 28, 2010, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about Overland Storage's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted of the Company's recurring losses and negative operating cash flows. PATIENT SAFETY: Reports $2.00 Million Net Income in 2010 -------------------------------------------------------- Patient Safety Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting net income of $2.00 million on $14.79 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.53 million on $4.50 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $9.75 million in total assets, $6.02 million in total liabilities and $3.73 million in total stockholders' equity. In its March 31, 2010 report, Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, noted that the Company's significant recurring net losses through Dec. 31, 2009, and significant working capital deficit as of Dec. 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. The Company's 2010 financial results did not contain a going concern qualification. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/UnA9bi About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. PHILADELPHIA ORCHESTRA: Files for Bankruptcy After 111 Years ------------------------------------------------------------ The Philadelphia Orchestra filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 11-13098) in Philadelphia on April 16 after 111 years of operation to restructure leases, contracts and agreements. The orchestra, founded in 1900, said its board voted to seek bankruptcy. The Company estimated both assets and debt of $10 million to $50 million in its Chapter 11 petition. Attorneys for the Debtor said in court papers, "These Chapter 11 Cases are balance sheet and operational restructuring cases. The Debtors are non-profit organizations whose revenues are generated through endowments, charitable contributions and sales of subscriptions and tickets to events presented by the Debtors. The Debtors' revenues and going concern value have steadily declined over the past several years, like countless other performing arts enterprises. The Debtors filed these cases to streamline operations that have become uneconomical and to restructure leases, contracts and other operational agreements." Affiliates, including the Academy of Music and Encore Series, also sought protection. The orchestra said in a statement in its Web site, "This decision was based upon several critical financial challenges currently facing the organization, specifically its rapidly dwindling operating funds and a structural deficit of $14.5 million. Although The Philadelphia Orchestra has no long-term debt, it is operating at a significant loss based upon declining ticket revenues, decreased donations, eroding endowment income, pension obligations, contractual agreements, and increased operational costs." The Debtor said it will be business as usual. According to a statement April 16, "The Philadelphia Orchestra to continue to make incredible music while the organization and its finances are restructured. All remaining concerts for the 2010-11 season, including this evening's performance of Mahler's Symphony No. 4, will go on as scheduled." "We have made the difficult, but necessary, decision to enter into a reorganization process," said Richard B. Worley, chairman of The Philadelphia Orchestra Association's (POA) Board of Directors. "Faced with such substantial financial challenges beyond the growing structural deficit and a lack of additional operational funds available to The Philadelphia Orchestra, the Board of Directors has chosen this path as the best means to help reset our financial obligations. This is a first step forward toward financial health and stability for this great Orchestra." The Philadelphia Orchestra -- http://www.philorch.org/-- claims to be among the world's leading orchestras. Previous conductors include Fritz Scheel (1900-07), Carl Pohlig (1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80), Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and Christoph Eschenbach (2003-08). Charles Dutoit is currently chief conductor, and Yannick Nezet-Seguin has assumed the title of music director designate until he takes up the baton as The Philadelphia Orchestra's next music director in 2012. The Philadelphia Orchestra Association is being advised by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal, its financial advisor. PHILADELPHIA ORCHESTRA: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: The Philadelphia Orchestra Association 260 South Broad Street, Suite 1600 Philadelphia, PA 19102 Bankruptcy Case No.: 11-13098 Affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Academy of Music of Philadelphia, Inc. 11-13099 Encore Series, Inc. 11-13100 Chapter 11 Petition Date: April 16, 2011 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Eric L. Frank Debtor's Counsel: Lawrence G. McMichael, Esq. DILWORTH PAXSON LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Tel: (215) 575-7000 Fax: (215) 575-7200 E-mail: lmcmichael@dilworthlaw.com Debtors' Financial Advisor: ALVAREZ & MARSAL Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Allison Vulgamore, president & CEO. PHOENIX FOOTWEAR: Incurs $1.70 Million Net Loss in 2010 ------------------------------------------------------- Phoenix Footwear Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $1.70 million on $17.26 million of net sales for the year ended Jan. 1, 2011, compared with a net loss of $6.99 million on $18.76 million of net sales during the prior year. The Company's balance sheet at Jan. 1, 2011 showed $10.74 million in total assets, $7.90 million in total liabilities and $2.84 million in total stockholders' equity. Mayer Hoffman McCann P.C., San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from continuing operations. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/8Dc4F4 About Phoenix Footwear Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE Amex: PXG) specializes in quality comfort women's and men's footwear with a design focus on fitting features. Phoenix Footwear designs, develops, markets and sells footwear in a wide range of sizes and widths under the brands Trotters(R), SoftWalk(R), and H.S. Trask(R). The brands are primarily sold through department stores, leading specialty and independent retail stores, mail order catalogues and internet retailers and are carried by approximately 650 customers in more than 900 retail locations throughout the U.S. Phoenix Footwear has been engaged in the manufacture or importation and sale of quality footwear since 1882. PINE MOUNTAIN: U.S. Trustee Wants Case Dismissed or Converted ------------------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 8, asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to dismiss Chapter 11 bankruptcy case of Pine Mountain Properties L.L.C. or convert the Debtor's case to Chapter 7 liquidation proceeding due to substantial diminution of the estate and absence of a reasonable likelihood of rehabilitation. A hearing is set for April 21, 2011, at 10:00 a.m., in the Bankruptcy Courtroom 1-C, Howard H. Baker, Jr. U.S. Courthouse, 800 Market Street in Knoxville, Tennessee, to consider the Debtor's request. About Pine Mountain Properties, LLC Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine Mountain Properties, a limited liability corporation, was formed to develop residential golf course community in Cambell County on approximately 4,800 acres. At present, the golf course is approximately 90% complete. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-31898) on April 14, 2010. Jenkins & Jenkins Attorneys, PLLC represents the Debtor in its restructuring effort. The Debtor disclosed $20,077,150 in assets and $15,560,226 in liabilities as of the Petition Date. POINT BLANK: Security Holders Committee Seeks Hearing Continuation ------------------------------------------------------------------ BankruptcyData.comreports that Point Blank Solutions' official committee of equity security holders filed with the U.S. Bankruptcy Court a motion for an order continuing the April 21, 2011 hearing to consider (A) the Debtors' Disclosure Statement with regard to its Chapter 11 Plan and (B) the motion seeking approval of the Plan support agreement and an amendment to D.I.P. funding and extending objection deadlines to the new Plan motions. The committee asserts, "Having had time to review and consider the new Plan motions in light of the Bankruptcy Rules and the differences between the new Plan and new PSA/DIP and the consensual Plan and Old PSA/DIP, the new equity committee believes that approval of the new Disclosure Statement, the new PSA/DIP and the solicitation procedures motion is both inappropriate and impermissible on shortened notice." About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co-counsel. QWEST COMMUNICATIONS: Terminates Registration of Common Shares -------------------------------------------------------------- Qwest Communications International Inc. notified the U.S. Securities and Exchange Commission on Form 15 regarding the termination of registration of its common stock, $0.01 par value. As of April 14, 2011, there was only one holder of record of the common shares. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95% of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. Qwest carries a 'Ba1' corporate family and probability of default ratings from Moody's and has 'BB' issuer credit ratings from Standard & Poor's. "Our high debt levels pose risks to our viability and may make us more vulnerable to adverse economic and competitive conditions, as well as other adverse developments," the Company said in its Form 10-K for the year ended Dec. 31, 2009. At Dec. 31, the Company's consolidated debt was approximately $14.2 billion. Approximately $5.8 billion of its debt obligations come due over the next three years. This amount includes $1.265 billion of our 3.50% Convertible Senior Notes due 2025, which it may elect to redeem at any time on or after November 20, 2010 and holders may require the Company to repurchase for cash on November 15, 2010. Fitch Ratings is maintaining the Rating Watch Positive on the 'BB' Issuer Default Rating assigned to Qwest Communications International, Inc. and its subsidiaries. Concurrently, Fitch has affirmed the 'BBB-' issue rating assigned to Qwest's $1.035 billion senior secured credit facility and the senior unsecured debt issued by Qwest Corporation. Approximately $13.1 billion of debt outstanding as of June 30, 2010, including $7.9 billion of debt outstanding at QC, is affected by Fitch's action. RADIENT PHARMACEUTICALS: Needs Additional Time to File Form 10-K ---------------------------------------------------------------- Radient Pharmaceuticals Corporation requested an appeals hearing before the NYSE Amex Listing Qualifications Panel, which is scheduled for April 14, 2011, to explain why the Company's common stock should remain listed on the Amex. One of the Amex Staff's concerns is that the Company may not be in compliance with certain aspects of Section 1003 of the Amex Company Guide which, among other things, requires listed issuers to maintain a certain level of stockholders' equity, depending upon how many years that issuer has sustained losses from continuing operations or net losses. The applicable threshold in Section 1003(a)(iii) requires an issuer that has sustained losses from continuing operations or net losses in its five most recent fiscal years to maintain $6 million in stockholders' equity. As of April 14, 2011, the Company believes that it meets this threshold. The Company's Annual Report on Form 10-K for the year ended Dec. 31, 2010, is due on or before April 15, 2011, based on the Form 12b-25 that the Company filed on March 31, 2011. However, due to requests for financial information from, and related to, the Company's deconsolidated Chinese subsidiary, Jade Pharmaceuticals, Inc., the Company will not be able to timely complete its audit for the 2010 fiscal year and therefore will be unable to file its Form 10-K by April 15, 2011. The Company notes JPI's indication that they are gathering the information so requested and the Company expects to receive it shortly. Therefore, the Company requires additional time to file its Form 10-K for the fiscal year ended Dec. 31, 2010. Despite the delay in filing the Company's Form 10-K, the Company believes that it has regained compliance with the $6 million stockholders' equity listing requirements based on certain transactions that it has completed since Dec. 31, 2010. Accordingly, the Company is filing a pro forma consolidated financial statement to demonstrate the effects on the Company's stockholders' equity of certain transactions that have occurred since Dec. 31, 2010 and which provide the basis for the Company's belief that it currently satisfies the Amex $6 million in stockholders' equity continued listing requirement; such pro forma consolidated financial statement is available for free at http://is.gd/Ix4Gui About Radient Pharmaceuticals Headquartered in Tustin, Calif., Radient Pharmaceuticals Corporation -- http://www.Radient-Pharma.com/-- is engaged in the research, development, manufacturing, sale and marketing of its ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States, Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and other markets throughout the world. Radient said in October 2010 it incurred a trigger event on the 12% Convertible Notes issued in first and second quarter of 2010 due to its failure to have the related registration statement declared effective by June 1, 2010. The Company filed on Sept. 7, 2010, an Event of Default under those same notes occurred since it did not hold the related shareholder meeting by August 31, 2010. As reported in the Troubled Company Reporter on April 19, 2010, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred a significant operating loss and negative cash flows from operations in 2009 and had a working capital deficit of $4.2 million at Dec. 31, 2009. The Company's balance sheet at Sept. 30, 2010, showed $23.56 million in total assets, $34.22 million in total liabilities, and a stockholders' deficit of $10.66 million. RAY ANTHONY: Wins Approval to Hire Smith Adams as Special Counsel ----------------------------------------------------------------- Ray Anthony International, LLC sought and obtained approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Smith Adams Law LLP as its special counsel. Ray Anthony tapped the firm to provide legal assistance in connection with a lawsuit filed by a certain Thomas Cossman against the company before the 58th District Court of Jefferson County in Texas. Smith Adams does not have any connection with Ray Anthony and does not represent any interest adverse to the company or any other party-in-interest, according to Robert Lampl, Esq., the company's lawyer. West Mifflin, Pennsylvania-based Ray Anthony International, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 10-26576) on Sept. 15, 2010. The Debtor estimated assets and debts at $50 million to $100 million as of the Chapter 11 filing. Affiliate Ray G. Anthony filed a separate Chapter 11 petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010. RAY ANTHONY: Wins Approval to Hire Lydecker as Special Counsel -------------------------------------------------------------- Ray Anthony International, LLC sought and obtained approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Lydecker Diaz as its special counsel. As special counsel, Lydecker Diaz will provide Ray Anthony legal representation in connection with an accident involving the company's equipment. Ray Anthony will pay Lydecker Diaz at $205 per hour. The firm does not have any connection with Ray Anthony and does not represent any interest adverse to the company or any other party-in-interest, according to Robert Lampl, Esq., the company's lawyer. West Mifflin, Pennsylvania-based Ray Anthony International, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 10-26576) on Sept. 15, 2010. The Debtor estimated assets and debts at $50 million to $100 million as of the Chapter 11 filing. Affiliate Ray G. Anthony filed a separate Chapter 11 petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010. REACH ACADEMY: Financially Insolvent; Receiver Sought ----------------------------------------------------- Nicole Dobo at The News Journal reports that The Reach Academy for Girls charter school is financially insolvent and the court should appoint a neutral party to oversee the school, according to court documents filed last week in Chancery Court. The News Journal relates that the Claymont school's board of directors is locked in a disagreement over control of the school, and three board members have requested that the court intervene to prevent other board members from interfering with a proposed transfer of control to another governing body. "Reach needs a champion," The News Journal cited court documents filed on April 11, 2011, seeking the appointment of retired U.S. District Judge Joseph J. Farnan Jr. as receiver of the school until there is a takeover. "A receiver will be that champion." The News Journal discloses that the school, which has been open for less than a year, came under scrutiny from the state Department of Education late last year for serious financial and staffing issues. In February, the state Department of Education informed the school board that there were grave deficiencies. The state was considering revoking the charter, which could result in closure of the school, the report notes. More than 200 students are enrolled in the charter school, which is the state's only public all-girls school. Charter schools, which are funded by public taxes, are tuition-free schools and are public options for parents who want something different from what's offered in the state's 19 traditional school districts. REDGATE PROPERTIES: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Redgate Properties LLC 22100 Point Lookout Road Leonardtown, MD 20650 Bankruptcy Case No.: 11-17933 Chapter 11 Petition Date: April 15, 2011 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Judge: Paul Mannes Debtor's Counsel: John Douglas Burns, Esq. THE BURNS LAW FIRM, LLC 6303 Ivy Lane, Suite 102 Greenbelt, MD 20770 Tel: (301) 441-8780 E-mail: burnslaw@burnslaw.algxmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/mdb11-17933.pdf The petition was signed by James A. Winters, representative. ROMIO'S FRANCHISE: Changes Name to Kebella's Pizza on May 1 ----------------------------------------------------------- Brian Soergel at EdmondsPatch reports that Romio's Franchise Group, Inc., will become Kebella's Pizza & Pasta on May 1, 2011. Romio's Franchise filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 10-23208) in Seattle, on Nov. 1, 2010. ROSEMOUNT NAT'L: Closed; Central Bank Stillwater Assumes Deposits ----------------------------------------------------------------- Rosemount National Bank, of Rosemount, Minn., was closed on Friday, April 15, 2011, by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Central Bank, of Stillwater, Minn., to assume all of the deposits of Rosemount National Bank. The sole branch of Rosemount National Bank will reopen on Saturday, April 16, 2011, as a branch of Central Bank. Depositors of Rosemount National Bank will automatically become depositors of Central Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Rosemount National Bank should continue to use their existing branch until they receive notice from Central Bank that it has completed systems changes to allow other Central Bank branches to process their accounts as well. As of Dec. 31, 2010, Rosemount National Bank had approximately $37.6 million in total assets and $36.6 million in total deposits. In addition to assuming all of the deposits of the failed bank, Central Bank agreed to purchase essentially all of the assets. Customers who have questions about the transaction can call the FDIC toll-free at 1-877-367-2719. Interested parties also can visit the FDIC's Web site at: http://www.fdic.gov/bank/individual/failed/rosemount.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $3.6 million. Compared to other alternatives, Central Bank's acquisition was the least costly resolution for the FDIC's DIF. Rosemount National Bank is the 33rd FDIC-insured institution to fail in the nation this year, and the first in Minnesota. The last FDIC-insured institution closed in the state was Community National Bank of Lino Lakes, on December 17, 2010. SANITARY AND IMPROVEMENT: Files Chapter 9 Petition -------------------------------------------------- Sanitary and Improvement District No. 517 of Douglas County, Nebraska filed a Chapter 9 petition (Bankr. D. Neb. Case No. 11-80953) on April 15. The Debtor estimated assets and debts of $1 million to $10 million in its Chapter 9 petition. The Debtor filed together with the petition a proposed plan of adjustment. SID #517 is a sanitary and improvement district formed pursuant to the Statutes of the State of Nebraska. SID #517 was formed on March 15, 2005 to develop a residential subdivision in Douglas County to be known as "The Hamptons". SID #517 paid for the cost of the public improvements in The Hamptons subdivision, such as streets, sewers, water lines, electrical and gas mains, and storm and sanitary sewers by issuing capital outlay warrants which were subsequently sold to investors. The Hamptons subdivision as currently platted contains 107 buildable single family lots. The Hamptons subdivision is owned and developed by The Hamptons Land Development, a Nebraska limited liability company. According to the explanatory disclosure statement, SID #517 will have outstanding construction fund liabilities as of Dec. 31, 2010 of $7,252,693 of which $6,037,693 is outstanding construction/bond fund warrants with accrued interest; and $1,195,000 in general obligation bond debt. As of March 31, 2010, SID #517 had cash and investments of $1,821,899. The District also has special assessments receivable of $872,446. The 2010 actual value for tax purposes of all property in SID #517 is $20,049,320. The District also collects a sewer connection fee of $3,985 whenever a new home is constructed in the District. The District currently has 29 homes built or under construction with tax valuations ranging from $424,700 to $1,120,000. The District has cash and investments together of $1,821,899 in its bond fund, which is 26.4% of the District's construction fund debt as of March 31, 2010. If all 107 single-family lots are constructed with an average valuation of $660,300 per lot, the total tax base would be approximately $70,652,100. The Debtor added in the Disclosure Statement, "The problem in The Hamptons is an insufficient growth of its tax base, and no real good indication of when, or even if new construction will begin and even if so, how fast it will occur and the valuation of the new homes. The current valuation is insufficient to meet the construction/bond fund "warrants" principal and interest payments and does not allow for the issuance of additional general obligation bond debt." The Plan provides that in exchange for all of the warrants, each warrant holder will be given a Certificate of Indebtedness. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/SAD_Plan_Outline.pdf SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List ----------------------------------------------------------------- Debtor: Sanitary and Improvement District No. 517 of Douglas County, Nebraska, c/o Fullenkamp Doyle & Jobeun 11440 West Center Road, Suite C Omaha, NE 68144 Tel: (402) 334-0700 Bankruptcy Case No.: 11-80953 Chapter 9 Petition Date: April 15, 2011 Court: U.S. Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: Brian C. Doyle, Esq. FULLENKAMP DOYLE & JOBEUN 11440 West Center Road Omaha, NE 68144 Tel: (402) 334-0700 Fax: (402) 334-0815 E-mail: brian@fdjlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Timothy W. Young, chairman. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Hamptons Land Development LLC Warrant $804,227 9719 Giles Road La Vista, NE 68128 Daniel J. Hirschfeld Warrant $753,827 3606 4th Avenue Kearney, NE 68845 The Bank of New York Mellon Warrant $552,322 Attn: Orland Quintero Bond Interest Income Collection 2 Hanson Place, 10th Floor Brooklyn, NY 11217 RBC Wealth Management Warrant $530,976 Attn: P & S Dept. 60 South 6th Street, #1600 Minneapolis, MN 55402-4422 Pershing LLC Warrant $300,432 FFC: Elkhorn Valley Bank One Pershing Plaza Jersey City, NJ 07399 Exchange Bank Warrant $274,537 ATTN: Brian Schardt 1204 Allen Drive Grand Island, NE 68803 Timothy L. ONeill Ttee Warrant $229,553 James C. Cripe Warrant $170,518 Howard Drew Ttee Warrant $154,890 DA Davidson & Co Inventory Warrant $144,689 Mary L. Traudt Ttee Warrant $142,098 Steve Saylan Warrant $142,098 George L. & Dorene N. Butler Warrant $113,679 Duane Havrda Warrant $102,311 Joy A. Sommerhalder Ttee Warrant $85,259 Rodney Vandeberg Warrant $85,259 D A Davidson & Co Warrant $81,209 Louis A. Rich Ttee Ttee Warrant $80,972 Richard B. Peterson Ttee Warrant $73,891 Tom A. Wiese Ttee Warrant $68,207 SANSWIRE CORP: Invited by DoD to Conduct Testing of Argus One ------------------------------------------------------------- Sanswire Corp. has been invited by the U.S. Department of Defense to conduct flight testing and demonstrations of its Argus One UAV at the U.S. Army proving ground facility in Yuma, Arizona. The Company expects to carry out such flight testing operations and demonstrations during a two week period in May/June 2011 and plans on conducting a series of tests ranging from ground based tactical launch scenarios to both tethered and free flight operations. The Company has been working with the DoD to finalize a flight safety plan relating to such test operations and will set the actual dates of the testing and demonstrations once such safety plan has been approved. Sanswire is working with its technical partner, Eastcor Engineering, on the continued development and testing of the Argus One UAV and Eastcor will oversee and carry out the flight testing and demonstrations in Yuma. The Company will transport the Argus One out to Yuma where the airship and its systems will be readied for flight tests at the Army's facilities and ranges which cover more than 1,300 square miles of terrain and 2,000 square miles of restricted airspace. For these tests, the Argus One will be operated from a ground station and will be outfitted with a prototype intelligence, surveillance and reconnaissance package provided by a leading defense contractor working with Sanswire and Eastcor on the project. Additionally, the Company plans to fly the Argus One with a tracking and monitoring system provided by Global Telesat Corp. The ISR and tracking systems will be integrated into Argus One's pod bay located at the front of the airship, which can be attached or removed easily for rapid tactical launch scenarios and ease of mobilization. Glenn Estrella, CEO of Sanswire stated "While we are conducting flight testing of the Argus One airship in Easton, MD where it was developed, Yuma will be our first chance to conduct untethered flight tests and demonstrations. We believe the Yuma tests will be critical to the further advancement of our Argus One UAV and the readying of the platform for real-life operations. Our collaboration with not only Eastcor but with GTC and our other partners at Yuma represents yet another step towards the commercialization of our integrated UAV solution." Sanswire's Chairman Michael Clark added, "We are excited by the opportunity to test fly the Argus One at the Yuma proving grounds facility and we look forward to showcasing the Argus One's capabilities to potentially interested parties." The U.S. Army's Yuma proving grounds facility has the infrastructure for complete, realistic testing of nearly all weapon systems in the ground combat arena. It is well equipped for a wide variety of commodity areas, including artillery, manned and unmanned aviation systems, armor, tactical vehicle, electronic countermeasure, and air delivery testing, making it an invaluable, cost effective resource for invited developers of military equipment. About Sanswire Corp. Aventura, Fla.-based Sanswire Corp. develops, markets and sells autonomous, lighter-than-air unmanned aerial vehicles capable of carrying payloads that provide persistent security solutions at low, mid and high altitudes. The Company's airships are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance support for military, homeland defense, border and maritime missions. The Company reported a net loss of $9.79 million on $250,000 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $9.41 million on $0 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $36,247 in total assets, $19.39 million in total liabilities and $19.36 million in total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditor noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. SEAHAWK DRILLING: Proposes $2.3MM Bonus Package for Execs --------------------------------------------------------- Dow Jones' DBR Small Cap reports that on the eve of Seahawk Drilling Inc.'s bankruptcy sale to a competitor, company executives are proposing to pay themselves bonuses as a reward for putting together such a quick deal. Seahawk Drilling has asked a Texas bankruptcy judge to approve a $2.3 million bonus package that the company plans to split among its top executives and lower-ranking workers who took on extra duties throughout the company's Chapter 11 bankruptcy, a process the company used to sell itself to rival Hercules Offshore Inc. That deal was valued at about $176 million when it received court approval earlier this month. "Despite the economic and operational challenges faced by the company, the [employees] remained focused on their work and made significant contributions to the due diligence process carried out in a short time frame in this case," the company said in papers filed Wednesday. About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. The Company and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11, 2011. Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves as the Debtors' co-counsel. Alvarez and Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons And Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Judy A. Robbins, U.S. Trustee for Region 7, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Seahawk Drilling Inc. and its debtor-affiliates. Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors committee. The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. Seahawk filed for Chapter 11 protection to complete the sale of all assets to Hercules Offshore, Inc. As reported by the Troubled Company Reporter on April 11, 2011, the Bankruptcy Court approved an Asset Purchase Agreement between Hercules Offshore and its wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling, pursuant to which Seahawk agreed to sell to Hercules, and Hercules agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and related assets, accounts receivable and cash and certain liabilities of Sellers in a transaction pursuant to Section 363 of the U.S. Bankruptcy Code. The purchase price for the Acquisition will be funded by the issuance of roughly 22.3 million shares of Hercules Offshore common stock and cash consideration of $25 million, which will be used primarily to pay off Seahawk's Debtor- in-Possession loan. The number of shares of Hercules Offshore common stock to be issued will be proportionally reduced at closing, based on a fixed price of $3.36 per share, if the outstanding amount of the DIP loan exceeds $25 million, with the total cash consideration not to exceed $45 million. Closing of the deal is expected to occur on or about April 20, 2011. SEQUOIA PARTNERS: Replaces Michael Bird in Creditors' Committee --------------------------------------------------------------- The U.S. Trustee for Region 18 amended the appointment of the Official Committee of Unsecured Creditors in Sequoia Partners, LLC's bankruptcy cases as to remove Michael Bird and add C. Robert Suess. The members of the Committee are: 1. Huges, Rote, Brouhard & Thorpe, LLP, chairperson Attn: Frank C. Rote, III 612 NW 5th Street Grants Pass, OR 97526 Tel: (541) 479-2678 Fax: (541) 479-7485 E-mail: frank.rote@southernoregonlawyer.com 2. C Hillebrand Ranch Corp Attn: Joseph E. Kellerman 717 Murphy Road Medford, OR 97504 Tel: (541) 779-8900 Fax: (541) 773-2635 E-mail: jek@roguelaw.com 3. Troon Golf, L.L.C. Attn: Jeffrey L. Hansen 15044 N Scottsdale Rd., Suite 300 Scottsdale, AZ 85254 Tel: (480) 477-0439 Fax: (480) 477-0639 E-mail: jhansen@troongolf.com 4. Clearwater Technologies, LLC Attn: Brian Thompson 111 Haines Lane Merlin, OR 97532 Tel: (541) 471-6226 Fax: (541) 476-7748 E-mail: Brian@clrwtech.com 5. Westfair Associates Attn: C. Robert Suess 1183 W 15th Avenue Eugene, OR 97402 Tel: 541-683-2096 Fax: 541-683-1164 The U.S. Trustee is represented: Ronald C. Becker, Esq. Office of the United States Trustee Wayne E. Morse Federal Courthouse 405 East Eighth Avenue, Room 1100 Eugene, OR 97401 Tel: (541) 465-6330 About Sequoia Partners, LLC Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on Dec. 29, 2010. Tara J. Schleicher, Esq., at Farleigh Wada Witt Attorneys, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $50 million to $100 million and debts at $10 million to $50 million. SMITHVILLE CROSSING: Southport, N.C. Shopping Center in Ch. 11 -------------------------------------------------------------- Wayne Faulkner at StarNews Online reports that Smithville Crossing LLC, owner of the Smithville Crossing shopping center in Southport, North Carolina, is in Chapter 11 bankruptcy. According to the report, the filing listed Glenn Richardson Jr. as debtor. Mr. Richardson is registered agent of the limited liability company. "Mr. Richardson intends to retain the property and continue to operate it," Mr. Richardson's attorney said. The Chapter 11 filing "will not affect businesses (at the center) in any way," said George Oliver of Oliver & Friesen in New Bern. Mr. Faulkner says BB&T initiated foreclosure proceedings in Brunswick County Superior Court before Smithville Crossing filed for Chapter 11. Before the filing, Rialto Real Estate Fund of Tampa bought the first note from BB&T, Mr. Oliver said, and it is listed as being owed $4.63 million. BB&T retained the second and third notes, he added. Smithville Crossing has struggled to attract tenants amid the economic downturn, according to StarNews. Smithville Crossing, LLC, filed a Chapter 11 petition (Bankr. E.D. N.C. Case No. 11-02573) on April 1, 2011. George M. Oliver, Esq., at Oliver & Friesen, PLLC, in New Bern, North Carolina, serves as counsel to the Debtor. The Debtor estimated assets and debts of $1,000,001 to $10,000,000 as of the Chapter 11 filing. A case summary for Smithville Crossing was published in the April 5, 2011 edition of the Troubled Company Reporter. SOUTHLAKE AVIATION: Wants Case Dismissed After Recovering Jet ------------------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that Southlake Aviation LLC is seeking to drop its Chapter 11 bankruptcy case now that its $40 million jet is in Savannah, Georgia. Southlake Aviation, owned by Texas millionaire David Disiere, filed for Chapter 11 protection after finding out its leased jet had been seized in early February by Congo officials who thought its occupants were smuggling gold. According to DBR, citing court filings, the bankruptcy filing was meant to help the company regain control over the plane, which had been leased to CAMAC Aviation. DBR relates Southlake Aviation spokesman Dan Allen called it a "you-can't-make-this-up kind of nightmare." "When they filed, [the jet] was in a foreign country under the control of armed guards," he told The Wall Street Journal's Bankruptcy Beat on Tuesday. Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it leases out for private use. Southlake Aviation filed for Chapter 11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case No. 11-32035). Linda S. LaRue, Esq., and Michael J. Quilling, Esq., at Quilling, Selander, Cummiskey & Lownds, serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. STAFFORD FURNITURE: Sports Center's Future Puts in Limbo -------------------------------------------------------- Bill Freehling at The Free Lance-Star reports that the Sports Booth Athletic Center in Stafford County, Virginia, is caught in the middle of a legal dispute involving the building's landlord. According to the report, the Sports Booth's future at the center, which is near the Stafford Regional Airport, is unclear due to a dispute among the Fairfax County landlords that has led to foreclosure proceedings and a bankruptcy filing, said Sports Booth President and CEO Craig Boothe. The facility is owned by Fairfax- based Stafford Furniture Deliveries LLC. A foreclosure auction was scheduled for the complex last week, but a last-minute Chapter 11 bankruptcy filing by Stafford Furniture led to the auction being called off. The Free Lance-Star says CB Richard Ellis is listing the property for sale for $4.72 million. The listed agents for the commercial real estate firm could not be reached for comment. Mr. Boothe said he signed a 10-year lease on the facility not long before opening, but it's unclear what would happen to that agreement if the complex is sold. Based in Vienna, Virginia, Stafford Furniture Deliveries LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 11- 12278) on March 29, 2011. Judge Stephen S. Mitchell presides over the case. Eugene W. Policastri, Esq., at Bromberg Rosenthal LLP, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. STATION CASINOS: Affiliates File for Ch. 11 for Green Valley Sale ----------------------------------------------------------------- Thirty-one affiliates of Station Casinos Inc. sought bankruptcy protection under Chapter 11 of the Bankruptcy Code on April 12, 2011, with the U.S. Bankruptcy Court for the District of Nevada (Reno). The April 12 Debtors filed a prepackaged plan of reorganization together with their Chapter 11 petitions in order to reorganize debts and consummate the sale of the Green Valley Ranch Resort, Spa & Casino to a group of buyers led by the Fertitta family. Green Valley Resort will be purchased by Station Casinos LLC, an entity formed to acquire most of the properties and assets previously owned by debtor-in-possession Station Casinos, Inc., for $500 million through a prepackaged plan of reorganization. The GVR Plan, according to a company statement in late March, will result in Green Valley Ranch Resort becoming a wholly owned subsidiary of New Station. More than 90% of the dollar amount and a majority of the holders of the first lien debt of Green Valley have agreed to support the GVR Plan. Green Valley is a joint venture owned in equal shares by GV Ranch and GCR Gaming, and GV Ranch is a wholly owned subsidiary of SCI. GCR Gaming is a non-debtor owned by affiliates of the Greenspun family of Las Vegas, Nevada. Green Valley is managed by GV Ranch pursuant to the terms of the Operating Agreement among Green Valley, GV Ranch and GCR Gaming dated as of March 10, 2000. Financing for the purchase will include a new credit facility, according to papers Station Casinos filed with the court in late March. Fertitta Entertainment will manage Green Valley Ranch Resort under a long-term management agreement and all of the existing employees at the property will be retained. According to Station Casinos, the bankruptcy of the April 12 Debtors will be concluded by the end of the second quarter of 2011. Terms under the Joint Pre-pack Plan The proponents of the Joint Plan are classified into three groups: the "Subsidiary Debtors," the "Aliante Debtors" and Green Valley Ranch Gaming, LLC: (1) Subsidiary Debtors: * Auburn Development, LLC * Boulder Station, Inc. * Centerline Holdings, LLC * Charleston Station, LLC * CV HoldCo, LLC * Durango Station, Inc. * Fiesta Station, Inc. * Fresno Land Acquisitions, LLC * Gold Rush Station, LLC * Green Valley Station, Inc. * GV Ranch Station, Inc. * Inspirada Station, LLC * Lake Mead Station, Inc. * LML Station, LLC * Magic Star Station, LLC * Palace Station Hotel & Casinos, Inc. * Past Enterprises, Inc. * Rancho Station, LLC * Santa Fe Station, Inc. * SC Durango Development LLC * Sonoma Land Holdings, LLC * Station Holdings, Inc. * STN Aviation, Inc. * Sunset Station, Inc. * Texas Station, LLC * Town Center Station, LLC * Tropicana Acquisitions, LLC * Vista Holdings, LLC (2) Aliante Debtors * Aliante Holding, LLC * Aliante Station LLC * Aliante Gaming, LLC (3) Green Valley Ranch Gaming, LLC One of the principal purposes of the Joint Plan will be to effectuate the New Opco Purchase Agreement with respect to the Subsidiary Debtors. The Joint Plan also provides for the sale of substantially all of the assets of GVR. Additionally, pursuant to the Joint Plan, the Aliante Lenders will receive a combination of new equity and new secured debt in Reorganized Aliante Gaming, in full satisfaction of their secured claims. The Joint Plan is supported by all of the members of an informal steering committee of GVR First Lien Lenders and certain other GVR First Lien Lenders, who are collectively owed $514,875,000 in principal amount, plus interest and costs of not less than $25,790,925. Pursuant to the GVR Lender Plan Support Agreement, GVR paid a $5,000,000 restructuring fee to the GVR First Lien Administrative Agent for distribution to the Consenting GVR Lenders on a pro rata basis. Terms of the GVR Purchaser Bid The key terms of GVR Purchaser's bid are: Consideration: (a) $500,000,000 in cash plus, if applicable, an amount in cash equal to the "May Ticking Fee," an amount in cash equal to the "June Ticking Fee," and an amount in cash equal to the "Gaming Delay Extension Fee" to be paid to the GVR First Lien Administrative Agent for distribution Pro Rata to the GVR First Lien Lenders at the Closing, and (b) the assumption of the Assumed Liabilities, as defined in the GVR Purchase Agreement. Ticking Fees: If the Closing has not occurred by April 30, 2011, then as of May 1, 2011, an amount equal to $750,000 will be added to the Purchase Price, and (b) if the Closing has not occurred by May 31, 2011, then as of June 1, 2011, an amount equal to $1,000,000 will be added to the Purchase Price. Gaming Delay Extension Fee: If the Closing has not occurred by June 30, 2011 and Purchaser elects to extend the Termination Date, then as of July 1, 2011, an amount equal to the product of (a) the number of days included in the extension period elected by the GVR Purchaser times (b) $33,333.33 will be added to the Purchase Price. Deposit: $12,500,000 GVR Lender Plan Support Agreement: Holders of not less than two-thirds in principal amount of face value of GVR First Lien Claims that also constitute more than one-half in number of the holders of GVR First Lien Claims entered into a plan support agreement that became effective on March 9, 2011, which date will be referred to as the "Effective Date" of the GVR Lender Plan Support Agreement. Aliante Restructuring Starting in May 2010, Aliante Gaming undertook an independent and thorough canvassing of the market for potential purchasers of substantially all its assets and managers of Aliante Gaming's business. The bidding and solicitation process was suspended in September 2010 after discussions with a steering committee for the Aliante Lenders whose secured claims greatly exceeded any of the acquisition proposals and who expressed an unwillingness to provide any form of take-back financing. After the sale process was halted, the Aliante Debtors engaged in negotiations with the Aliante Lenders regarding a restructuring transaction whereby the Aliante Lenders would acquire the assets and equity of Aliante Gaming on account of their senior secured indebtedness. During this time, the Aliante Lenders also engaged in negotiations with Fertitta Entertainment regarding the terms pursuant to which an affiliate of Fertitta Entertainment would manage Aliante Gaming on an interim or transitional basis. These negotiations culminated in an agreement to enter into a series of restructuring transactions pursuant to which the Aliante Lenders would receive new equity and new debt of Reorganized Aliante Gaming, with management services to be provided by FG. The transactions contemplate these terms: (a) Reorganized Aliante Gaming will enter into an amended Aliante Gaming operating agreement to, among other things, establish the terms and rights of shares of new Aliante equity to be issued upon the effective date of the Joint Plan. (b) Reorganized Aliante Gaming will issue the New Aliante Equity to Holders of Allowed Class AGL.1 Claims or their designees. Each Holder of an Allowed Class AGL.1 Claim will receive their Pro Rata share of (i) 100% of the New Aliante Equity and (ii) 100% of the New Secured Aliante Debt. (c) Each Holder of an Allowed Class AGL.1 Claim may elect to exchange its New Aliante Equity for New Secured Aliante Debt, or New Secured Aliante Debt for New Aliante Equity. After solicitation but before the Aliante Effective Date, Aliante Gaming, in consultation with the Aliante Administrative Agent and the Aliante Consenting Lenders, will determine the extent to which the exchanges are possible. (d) All of the property of Aliante Gaming and all of the Transferred Aliante Hotel Assets will be conveyed, assigned, transferred and delivered to Reorganized Aliante Gaming in accordance with the terms and conditions of the Aliante Transfer Agreement. (e) Reorganized Aliante Gaming will enter into the New Aliante Credit Agreement providing for $45.0 million in senior secured financing, the New Aliante IP License Agreement, the Amended Aliante Gaming Operating Agreement and the Aliante Transfer Agreement. (f) Reorganized Aliante Gaming and Fertitta Entertainment will enter into the New Aliante Management Agreement. GVR Liquidation Analysis The Liquidation Analysis for GVR estimates that there will be approximately $514.9 million outstanding on account of the GVR First Lien Term Loan plus accrued and unpaid interest, costs, fees and expenses under the GVR First Lien Credit Agreement of not less than $31.0 million based on outstanding claims as of February 28, 2011. The Liquidation Analysis assumes that holders of GVR First Lien Allowed Claims have valid and perfected first priority liens on all or substantially all of GVR's assets and the proceeds thereof. GVR estimates that it owes up to approximately $57.2 million on account of the GVR First Lien Swap Agreement based on outstanding claims as of February 28, 2011. The Liquidation Analysis assumes that holders of GVR First Lien Swap Claims also have valid and perfected first priority liens on all or substantially all of GVR's assets and the proceeds thereof. GVR estimates that there will be approximately $250 million outstanding on account of the GVR Second Lien Term Loan, plus accrued and unpaid prepetition interest, costs, fees, and expenses under the GVR Second Lien Credit Agreement of approximately $17.2 million based on outstanding claims as of Dec. 31, 2010. The Liquidation Analysis assumes that holders of GVR Second Lien Term Loan Claims have second priority liens on all or substantially all of GVR's assets and the proceeds thereof. Because holders of GVR First Lien Allowed Claims are not paid in full, there are insufficient Liquidation Proceeds for holders of GVR Second Lien Term Loan Claims to obtain any recovery in a Chapter 7 liquidation. GVR estimates that there will be approximately $1.9 million outstanding on account of Other Secured Claims based on outstanding claims as of Dec. 31, 2010. Holders of allowed Other Secured Claims will receive the collateral securing their claim, their claims will be reinstated or they will otherwise be rendered unimpaired. GVR estimates that there will be approximately $16.8 million outstanding on account of General Unsecured Claims based on outstanding claims as of Dec. 31, 2010. The Liquidation Analysis does not attempt to estimate potential additional General Unsecured Claims that may arise as a result of GVR's rejection of executory contracts and leases as a result of the sale and wind-down of operations. There are insufficient Liquidation Proceeds for holders of General Unsecured Claims to obtain any recovery in a Chapter 7 liquidation. Aliante Liquidation Analysis The Aliante Debtors estimate that there will be approximately $359.6 million outstanding on account of the Aliante Credit Agreement plus accrued and unpaid interest, costs, fees and expenses under the Aliante Credit Agreement of approximately $50.1 million based on outstanding claims as of February 28, 2011. The Aliante Debtors estimate that they owe up to approximately $18.9 million on account of the Aliante Swap Agreement based on outstanding claims as of February 28, 2011. The Liquidation Analysis assumes that holders of Aliante Credit Agreement Claims and Aliante Swap Claims have valid and perfected first priority liens on all or substantially all of Aliante Gaming's assets and the proceeds thereof. The Aliante Debtors estimate that there will be approximately $5.1 million outstanding on account of Other Secured Claims based on outstanding claims against the Aliante Debtors as of Dec. 31, 2010. Holders of allowed Other Secured Claims will receive the collateral securing their claim, their claims will be reinstated or they will otherwise be rendered unimpaired. The Aliante Debtors estimate that there will be approximately $4.8 million outstanding on account of General Unsecured Claims based on outstanding claims against the Aliante Debtors as of Dec. 31, 2010. The Liquidation Analysis does not attempt to estimate potential additional General Unsecured Claims that may arise as a result of the Aliante Debtors' rejection of executory contracts and leases as a result of the sale and wind-down of operations. There are insufficient Liquidation Proceeds for holders of General Unsecured Claims to obtain any recovery in a Chapter 7 liquidation. Aliante Financial Projections Fiscal Years Ending ------------------------------------------------ 12/31/10 12/31/11 12/31/12 12/31/13 12/31/14 ------------------------------------------------ Gross Revenues $76,058 $79,219 $82,387 $86,507 $90,832 Operating costs and Expenses 68,205 71,376 73,027 74,966 76,960 ------------------------------------------------ EBITDAM $7,854 $7,842 $9,360 $11,541 $13,872 Maintenance Capital Expenditures - 3,000 3,500 4,000 4,000 Full-text copies of the Joint Plan, the disclosure statement, and plan exhibits are available for free at: http://ResearchArchives.com/t/s?75a0 The April 12 Debtors asked Judge Gregg Zive to set a combined hearing to consider the approval of the Joint Plan and Disclosure Statement at May 25 and the objections deadline at May 16. Joint Administration Requested Station Casinos, Inc.'s subsidiaries who filed Chapter 11 cases on April 12, 2011, seek an order from the Court: (a) directing the joint administration of their Chapter 11 Cases for procedural purposes only with each other, and with the pending jointly administered SCI Cases; (b) directing the Clerk of the Court to maintain a single docket for the jointly administered cases with the SCI Cases; (c) approving the use of a consolidated caption for the jointly administered cases; (d) upon joint administration, adopting and applying certain orders entered in SCI's and the previous Debtors' Chapter 11 cases; (e) directing that the U.S. Trustee not convene a meeting pursuant to Section 341(a) of the Bankruptcy Code. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serves as counsel to the Official Committee of Unsecured Creditors. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: U.S. Govt. Appeals No Tax Liability Ruling ----------------------------------------------------------- The United States Government appeals from the March 24, 2011 order entered by the U.S. Bankruptcy Court for the District of Nevada determining that the Debtors have no federal tax liability arising as a consequence of the consummation of their confirmed Plan of Reorganization and the related approved Restructuring Transactions. The Government also elects to have the Appeal heard by the District Court rather than the Bankruptcy Appellate Panel. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serves as counsel to the Official Committee of Unsecured Creditors. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) Thirty-one affiliates of Station Casinos Inc. sought bankruptcy protection under Chapter 11 on April 12, 2011. First to file among the April 12 Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-51188). The April 12 Debtors filed a prepackaged plan of reorganization together with their Chapter 11 petitions in order to reorganize debts and consummate the sale of the Green Valley Ranch Resort, Spa & Casino to a group of buyers led by the Fertitta family. SUPERIOR BANCORP: Delays 10-K Report; Has Nasdaq Non-Compliance --------------------------------------------------------------- Robin Sidel, writing for The Wall Street Journal, reports that Superior Bancorp has been trying to dig itself out of a hole for months. The regional bank has spent much of the year scouring the industry for fresh capital due to big credit problems that are partly tied to previous acquisitions it made in Florida. There have been few takers so far, although a number of banks and private-equity firms have conducted due diligence on Superior's books, according to people familiar with the situation. Superior has $3.2 billion in assets and more than 70 branches that stretch from Alabama to Florida. Superior has not filed its annual report on Form 10-K for the year ended Dec. 31, 2010. In a regulatory filing on April 1, Superior said it has been unable to complete its financial statements for the fiscal year ended Dec. 31, 2010 due to, among other things, the Company having determined that a material weakness existed in its disclosure controls and procedures related to the untimely receipt and review of updated appraisals on impaired assets and the inadequate periodic review of impairment measures between required re-appraisal dates to determine and record further declines in value. Superior will be unable to complete its financial statements for the year ended Dec. 31, 2010, until improvements in controls over appraisal ordering, processing and reporting and other steps related to the management of credit administration and problem assets are completed. On April 8, Superior said it has received a letter from The NASDAQ Stock Market stating that the Corporation is not in compliance with NASDAQ Listing Rule 5250(c)(1) because Superior did not timely file its Annual Report. This notification has no effect on the listing of Superior's common stock at this time. Superior received a prior notification from NASDAQ on Nov. 17, 2010, advising that the Corporation no longer complies with the $1.00 minimum bid price requirement for continued listing on the NASDAQ Global Market as set forth in NASDAQ Listing Rule 5450(a)(1). Superior has 60 calendar days to submit a plan to regain compliance, and if NASDAQ accepts the plan, NASDAQ can grant an exception of up to 180 calendar days from the Form 10-K's due date, or until Sept. 27, 2011 to regain compliance. Superior has until May 16, 2011, to regain compliance with the minimum bid price continued listing requirement. If Superior does not regain compliance by May 16, 2011, Superior may be permitted to transfer its common stock to the NASDAQ Capital Market if its common stock satisfies all criteria for continued listing on that market. According to the Journal, Tom Jung, head of investor relations for the bank, declined to comment on the company's prospects. About Superior Bancorp Superior Bancorp (NASDAQ: SUPR) is a $3.0 billion thrift holding company headquartered in Birmingham, and the second largest bank holding company headquartered in Alabama. The principal subsidiary of Superior Bancorp is Superior Bank, a southeastern community bank that currently has 73 branches, with 45 locations throughout the state of Alabama and 28 locations in Florida. Superior Bank also operates 23 consumer finance offices in North Alabama as 1st Community Credit and Superior Financial Services. On Sept. 3, 2010, Superior Bancorp entered into a second modification and limited waiver agreement related to a $5.9 million outstanding on its line of credit with a regional bank. The Agreement extends the maturity date to Nov. 3, 2010, and provides a limited waiver of certain rights and covenants under the original loan agreement. In addition, Superior Bancorp has deferred regularly scheduled interest payments on all issues of its junior subordinated debentures relating to its five different issues of trust preferred securities aggregating $118 million in principal amount currently outstanding. During the deferral period, the trusts will likewise suspend the declaration and payment of dividends on the trust preferred securities. The terms of the junior subordinated debentures and the related documents governing the respective issues of trust preferred securities contemplate the possibility of such deferrals and allow Superior Bancorp to defer payments without default or penalty. The deferrals are for up to five years. On Nov. 4, 2010, Superior Bancorp and its principal operating subsidiary, Superior Bank, entered into agreements with the Office of Thrift Supervision, their primary regulator, to continue taking actions to strengthen their financial condition and operations. At Sept. 30, Superior Bancorp had $3.166 billion in total assets and $3.151 billion in total liabilities SUPERIOR BANK: Closed; Superior Bank NA Assumes All Deposits ------------------------------------------------------------ Superior Bank of Birmingham, Ala., was closed on Friday, April 15, 2011, by the Office of Thrift Supervision, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Superior Bank, N.A., of Birmingham, Ala., a newly-chartered bank subsidiary of Community Bancorp LLC of Houston, Texas, to assume all of the deposits of Superior Bank. The 73 branches of Superior Bank will reopen during their normal business hours beginning Saturday, April 16, 2011, as branches of Superior Bank, N.A. Depositors of Superior Bank will automatically become depositors of Superior Bank, N.A. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Superior Bank should continue to use their existing branch. As of Dec. 31, 2010, Superior Bank had approximately $3.0 billion in total assets and $2.7 billion in total deposits. In addition to assuming all of the deposits of the failed bank, Superior Bank, N.A. agreed to purchase essentially all of the assets. The FDIC and Superior Bank, N.A. entered into a loss-share transaction on $1.84 billion of Superior Bank's assets. Superior Bank, N.A. will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-640-2538. Interested parties also can visit the FDIC's Web site at: http://www.fdic.gov/bank/individual/failed/superior_al.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $259.6 million. Compared to other alternatives, Superior Bank, N.A.'s acquisition was the least costly resolution for the FDIC's DIF. Superior Bank is the 32nd FDIC-insured institution to fail in the nation this year, and the second in Alabama. The last FDIC-insured institution closed in the state was Nexity Bank of Birmingham also on April 15. SUSTAINABLE ENVIRONMENT: Sees $2.3MM in Sales From DIW for 2011 --------------------------------------------------------------- Sustainable Environmental Technologies Corp. shared details and initial results of its new corporate strategy, appointed an interim Chairman of the Board and announced it was on track to exceed its revenue projections at its annual shareholder meeting on April 6. SET Corp's new business plan and the strategic acquisition of Pro Water have repositioned the company for growth and helped the company make measurable progress overcoming significant issues faced during the year. Pro Water Injection Well Acquisition Formerly known as RG Global, SET Corp obtained the financing necessary to reduce urgent Company debt and purchase Pro Water and its Blue Bench Deep Injection Well (http://www.setcorporation.us/hbd/?page_id=29)(DIW), which provides produced water treatment that solves environmental issues at a reduced cost. In 2010, Pro Water became a viable business with a reasonable income stream, and the original investor reverse merged Pro Water into SET Corp on July 7, 2010. SET Corp has redesigned the Blue Bench DIW to automate it, increase production capacity to 8,000 barrels per day and allow operation during the winter months. SET Corp is finalizing plans to develop a multi-acre facility that will serve as a showplace for potential customers and a technology incubator that will efficiently test, develop and implement current and newly acquired "best in class" technologies. Corporate Reorganization As part of the corporate reorganization, the Company changed its name from RG Global Lifestyles to Sustainable Environmental Technologies Corporation, commonly referred to as "SET Corp," and the ticker was changed from RGBL to SETS. All prior business aspects, ventures or investments of the former company were terminated except for DynIX (http://www.setcorporation.us/hbd/?page_id=27),a superior dynamic ion exchange wastewater treatment system. The decision to further invest in DynIX was based on a complete redesign of its business model. Going forward, SET plans to take a more flexible and cost-effective approach, constructing water treatment systems in portable shipping containers so they can be moved to another site when demand changes. SET Corp anticipates President Obama's recently announced Better Buildings Initiative will help fuel demand for its MultiGen (http://www.setcorporation.us/hbd/?page_id=36)combined heating, cooling, power and water generating (CCHP + H2O) technology in the coming years. Through its MultiGen business, the Company is positioned well to provide commercial and industrial buildings, schools, colleges and hospitals with comprehensive energy use audits and the provision of CCHP solutions to help facilities achieve cost savings in an environmentally sound manner. SET Corp's technology offerings distinguish its new strategy and demonstrate its commitment to "Sustainability Realized," the new SET Corp tagline that promotes the concept of providing environmentally friendly, sustainable products that provide needed benefits. SET Corp's patents cover technologies used in the following product families: DynIX: Patented dynamic ion exchange water treatment or pre- treatment system for oil and gas production wastewater MultiGen: Commercial cooling, heating, power and water generation Never Dry: Domestic water and cold air generation Blue Bench: An advanced Deep Injection Well and produced water treatment facility Financial Projections SET Corp had projected $2.3 million in sales from its DIW for 2011. Actual DIW sales for 2011 are on track to be $3.1 million. SET Corp is projecting combined 2011 and 2012 MultiGen revenue of $14.1 million . The company projects MultiGen revenue to increase to $49.5 million by 2015, with the 75% of sales originating in Australasia. During the meeting, SET's Australian distributor, World Environmental Solutions, noted $20 million in "tenders" or potential sales in the 2011 sales pipeline. While the Company is optimistic regarding these opportunities, the $20 million is not projected 2011 revenue. SET Corp anticipates that some of these potential sales may roll into 2012 while others may not be awarded to SET Corp. "We're pleased with the fact that we are exceeding our DIW revenue projections for 2011 and even our five-year revenue goal which was originally set at $3.1 million," said Keith Morlock, SET Corp VP of Business Development. "The Introduction of our MultiGen line has created great interest within the industry that has resulted in a flurry of RFPs from potential customers to fill our sales pipeline. With our new product lines and business strategy, we are making steady progress on achieving and exceeding each of our goals." Interim Chairman of the Board Appointed SET Corp. named Bill Ball as its interim Chairman of the Board of Directors as it seeks a replacement for Grant King, who will take on the role of VP of Australasia investment opportunities for SET Corp. Ball has nearly 50 years of engineering, sales, management and executive experience within the oil and gas industry, with particular strength in growth and development for environmental products and engineering companies. "We believe Bill's understanding of the industry and our corporate vision will be invaluable in our business development efforts," said Bob Glaser, SET Corp CEO. "Bill is well known within the oil and gas industry as an engineer and successful executive who has developed technologies that continue to set the standard for oil and water treatment. Having built his own engineering design and consulting company from scratch into a highly respected multi- million dollar firm, he will be a tremendous asset as we lay the next building blocks of SET Corp's business strategy." Bill Ball noted, "My diversified background has honed my ability to provide the direction to positively affect SET Corp's future. It is poised for growth on multiple fronts and I am eager to assist in overseeing the crafting of SET Corp's business growth and development strategy." Ball is founder of High-Tech Consultants, Inc., an engineering design and consulting company with a 20-year history of raising the bar with patented technologies for the oilfield process equipment and petroleum loading terminal vapor control specialties. Previously, he managed a team of more than 800 products and services personnel for CE Natco, the world's largest oilfield equipment company. Prior to that, he was a product development specialist for Diversified Chemicals Corp, Director of Latin American Business Development for Koch Industries' John Zink Division and a consultant to major oil and gas companies for process and chemicals training. Ball started his working career in the mechanical engineering department of EB Hall and Co. About Sustainable Environmental Upland, Calif.-based Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.) offers water and wastewater treatment engineering and construction services. The Company's balance sheet at Dec. 31, 2010, showed $3.1 million in total assets, $4.5 million in total liabilities, and a stockholders' deficit of $1.4 million. T3 MOTION: Maturity of Immersive's P-Note Extended to April 30 -------------------------------------------------------------- T3 Motion, Inc., on April 8, 2011, entered into an Amendment No. 3 to the promissory note granted by the Company to Immersive Media Corp. which extended the maturity date to April 30, 2011. The amendment also increased the interest rate to 19% per annum, compounded annually, commencing as of April 1, 2011. About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. The Company reported a net loss of $8.32 million on $4.68 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $6.70 million on $4.64 million of net revenues during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $3.58 million in total assets, $19.25 million in total liabilities, and a $15.67 million stockholders' deficit. As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and has used substantial amounts of working capital in its operations since inception, and at Dec. 31, 2010, has a working capital deficit of $15,057,791 and an accumulated deficit of $45,120,210. TASTY BAKING: Amends Rights Agreement With American Stock --------------------------------------------------------- Tasty Baking Company entered into an amendment with American Stock Transfer & Trust Company, LLC, to the Rights Agreement between the Company and Rights Agent, dated as of July 30, 2003. The Rights Agreement Amendment amends the Rights Agreement to render it inapplicable to that certain Agreement and Plan of Merger, dated as of April 10, 2011, by and among the Company, Flowers Foods, Inc., a Georgia corporation and Compass Merger Sub, Inc., a Pennsylvania corporation, and the consummation of the transactions contemplated by the Merger Agreement, including the tender offer, Top-Up Option, and merger contemplated thereby. The Rights Agent also serves as the transfer agent for the Company's common stock. A full-text copy of the Amendment No. 1 to Rights Agreement is available for free at http://is.gd/ibax5i About Tasty Baking Company Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/ -- founded in 1914 and headquartered in Philadelphia, Pa., is one of the country's leading bakers of snack cakes, pies, cookies, and donuts. The company has manufacturing facilities in Philadelphia and Oxford, Pa. The company offers more than 100 products under the Tastykake brand name. The Company reported a net loss of $45.18 million on $171.67 million of net sales for the 52 weeks ended Dec. 25, 2010, compared with a net loss of $3.39 million on $180.56 million of net sales for the 52 weeks ended Dec. 26, 2009. The Company's balance sheet at Dec. 25, 2010 showed $153.84 million in total assets, $170.82 million in total liabilities and $16.98 million in shareholders' deficit. PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted that that the Company's cumulative losses, substantial indebtedness that is due June 30, 2011, in addition to its current liquidity situation, raise substantial doubt about its ability to continue as a going concern. Forbearance Agreement, Going Concern Doubt On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver agreements from several of its creditors, which waived certain payments that were due and certain financial covenant requirements. The Company said it was experiencing extremely tight liquidity due to (i) certain production difficulties during the optimization of its new Philadelphia bakery that caused the Company to not achieve the expected operational cash savings from this bakery during the fourth quarter of 2010; (ii) the impact of the recent bankruptcy filing by The Great Atlantic & Pacific Tea Company, Inc.; and (iii) a sharp rise in commodity costs. At the conclusion of the two-week waiver period, on Jan. 14, 2011, the Company entered into arrangements with certain creditors, including: (i) a Seventh Amendment to the Company's Bank Credit Facility; (ii) a Forbearance and Amendment Agreement with the PIDC Local Development Corporation, which also included a new $2 million loan from PIDC; (iii) a letter agreement with the Machinery and Equipment Fund of the Department of Community and Economic Development of the Commonwealth of Pennsylvania, along with a new $1 million loan from MELF; and (iv) a letter agreement with the Company's landlords at the Philadelphia Navy Yard for its bakery and offices. Also on Jan. 14, 2011, the Company issued $3.5 million of unsecured 12% promissory notes due Dec. 31, 2011 to a group of accredited investors. The Creditor Amendments generally permit the Company to delay certain payments to PIDC, MELF and Liberty Property until June 30, 2011. The Creditor Amendments also generally provide that the creditor will waive certain specified defaults, but not any other defaults that may occur in the future that are not specifically waived in the Creditor Amendments. In addition, the Bank Amendment, among other things, (i) changed the maturity date of the Bank Credit Facility to June 30, 2011; (ii) reduced the letter of credit limit to the aggregate amount of letters of credit currently outstanding, while not permitting the Company to issue new letters of credit or extend outstanding letters of credit; and (iii) set new financial covenants, a breach of which could cause a default to occur prior to June 30, 2011. The Bank Amendment also required that the Company engage in a process -- pursuant to an agreed upon timeline with milestones -- to consummate a sale of the Company before June 30, 2011 in an amount sufficient to pay all obligations of the Company under the Bank Credit Facility and all transaction costs. The Company has delayed the filing of its 2010 annual report on Form 10-K. The Company anticipates that the Form 10-K for fiscal year ended Dec. 25, 2010, will include an explanatory paragraph from the Company's independent registered public accounting firm expressing substantial doubt about the Company's ability to continue as a going concern. TAYLOR BEAN: Former CEO Details Failed Scheme to Take TARP Funds ---------------------------------------------------------------- American Bankruptcy Institute reports that the former chief executive of Taylor, Bean & Whitaker Mortgage Corp. told a jury on April 13, 2011, about a scheme the mortgage lender undertook, at the direction of its indicted ex-Chairman Lee Farkas, to lie about investors so that key business partner Colonial Bank could access funds from the government's Troubled Asset Relief Program (TARP). About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. TBG DEVELOPMENT: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: TBG Development I, LLC 10620 Southern Highlands Parkway, Suite 110-438 Las Vegas, NV 89141 Bankruptcy Case No.: 11-15615 Chapter 11 Petition Date: April 14, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Kelly J. Brinkman, Esq. GOOLD PATTERSON ALES & DAY 4496 S. Pecos Road Las Vegas, NV 89121 Tel: (702) 436-2600 Fax: (702) 436-2650 E-mail: kbrinkman@gooldpatterson.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nvb11-15615.pdf The petition was signed by Christopher D. Bentley, trustee. TELETOUCH COMMUNICATIONS: Incurs $942,000 Net Loss in Feb. 28 Qtr. ------------------------------------------------------------------ Teletouch Communications, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $942,000 on $9.35 million of total operating revenue for the three months ended Feb. 28, 2011, compared with net income of $753,000 on $16.56 million of total operating revenue for the same period during the prior year. The Company also reported a net loss of $1.87 million on $27.28 million of total operating revenue for the nine months ended Feb. 28, 2011, compared with net income of $1.13 million on $41.89 million of total operating revenue for the same period during the prior year. The Company's balance sheet at Feb. 28, 2011 showed $17.15 million in total assets, $27.32 million in total liabilities and $10.17 million in total shareholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://is.gd/DnJhS7 About Teletouch Teletouch Communications, Inc., offers a comprehensive suite of wireless telecommunications solutions, including cellular, two-way radio, GPS-telemetry and wireless messaging. Teletouch is an authorized provider of AT&T (NYSE: T) products and services (voice, data and entertainment) to consumers, businesses and government agencies, as well as an operator of its own two-way radio network in Texas. Recently, Teletouch entered into national agency and distribution agreements with Sprint (NYSE: S) and Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular network services. Teletouch operates a chain of 26 retail and agent stores under the "Teletouch" and "Hawk Electronics" brands, in conjunction with its direct sales force, customer care (call) centers and various retail eCommerce Web sites including: http://www.hawkelectronics.com/and http://www.hawkexpress.com/ Through its wholly-owned subsidiary, Progressive Concepts, Inc., Teletouch operates a national distribution business, PCI Wholesale, primarily serving large cellular carrier agents and rural carriers, as well as auto dealers and smaller consumer electronics retailers, with product sales and support available through http://www.pciwholesale.com/and http://www.pcidropship.com/among other B2B oriented Web sites. TELKONET INC: Board OKs Indemnification Pact With R. Mushrush ------------------------------------------------------------- The Board of Directors of Telkonet, Inc., On November 3, 2010, appointed the Controller of the Company, Richard E. Mushrush, to the position of Controller and Acting Chief Financial Officer of the Company. Mr. Mushrush, age 42, has served as the Company's Controller since January 2009. From 2004 until 2009, Mr. Mushrush served as a Controller and Business Unit Manager for a division of Illinois Tool Works. In addition, on April 13, 2011, the Board of Directors of the Company authorized the Company to enter into an Indemnification Agreement with Mr. Mushrush, which will be retroactive to Nov. 3, 2010, the date Mr. Mushrush was appointed to his new position as Acting Chief Financial Officer of the Company. The Indemnification Agreement will be in the form previously approved by the Board of Directors for the Company's executive officers and directors, which was included as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2009. In addition, on April 11, 2011, the Company entered into an Employment Agreement with Jason Tienor for a term commencing as of April 11, 2011 and expiring on April 10, 2012. This term will automatically renew for an additional 12 months unless the parties mutually agree or the agreement is terminated. Pursuant to the terms of the Tienor Employment Agreement, Mr. Tienor will continue to serve as President and Chief Executive Officer. Mr. Tienor will receive a base salary of $200,000 per year and bonuses and benefits based on the Company's internal policies and participation in the Company's incentive and benefit plans. Mr. Tienor has been employed by the Company pursuant to an employment agreement dated March 16, 2010 and has served as the Company's President and Chief Executive Officer since December 2007. Notwithstanding the expiration of his prior employment agreement, Mr. Tienor continued to be employed and to perform services pursuant to the terms of his employment agreement pending completion of a replacement agreement. On April 11, 2011, the Company entered into an Employment Agreement with Jeffrey Sobieski for a term commencing as of April 11, 2011 and expiring on April 10, 2012. This term will automatically renew for an additional 12 months unless the parties mutually agree or the agreement is terminated. Pursuant to the terms of the Sobieski Employment Agreement, Mr. Sobieski will continue to serve as Chief Operating Officer. Mr. Sobieski will receive a base salary of $190,000 per year and bonuses and benefits based on the Company's internal policies and participation in the Company's incentive and benefit plans. Mr. Sobieski has been employed by the Company pursuant to an employment agreement dated March 16, 2010 and has served as the Company's Chief Operating Officer since June 2008. Notwithstanding the expiration of his prior employment agreement, Mr. Sobieski continued to be employed and to perform services pursuant to the terms of his employment agreement pending completion of a replacement agreement. About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. The Company reported a net loss attributable to common stockholders of $1.77 million on $11.26 million of total revenue for the year ended Dec. 31, 2010, compared with net income attributable to common stockholders of $1.06 million on $10.52 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $15.55 million in total assets; $7.43 million in total liabilities; $890,475 in redeemable preferred stock, Series A; $653,371 in redeemable preferred stock, Series B; and $6.58 million in total stockholders' equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. RBSM noted that the Company has incurred significant operating losses in current year and also in the past. TELTRONICS INC: 530,000 Stock Options of Two Officers Expires ------------------------------------------------------------- In a Form 5 filing with the U.S. Securities and Exchange Commission, Ewen R. Cameron, director, president and CEO at Teltronics Inc., disclosed that he disposed of 500,000 incentive stock options on Jan. 2, 2011. In a separate filing, Norman R. Dobiesz, director, Exec. VP Business Development at Teltronics Inc., disclosed that he disposed of 30,000 incentive stock options. The stock options expired on Dec. 23, 2010. About Teltronics Inc. Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT) -- http://ww.teltronics.com/-- designs, installs, develops, manufactures and markets electronic hardware and application software products, and engages in electronic manufacturing services primarily in the telecommunication industry. The Company's balance sheet at Sept. 30, 2010, showed $10.25 million in total assets, $14.70 million in total current liabilities, $4.43 million in total long-term liabilities, and a stockholders' deficit of $8.88 million. TRANS ENERGY: Reports $17.92 Million Net Income in 2010 ------------------------------------------------------- Trans Energy, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting net income of $17.92 million on $6.10 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $3.21 million on $5.25 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $40.88 million in total assets, $23.41 million in total liabilities and $17.47 million in total stockholders' equity. Maloney + Novotny, LLC, in Cleveland, Ohio, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has generated significant losses from operations and has a working capital deficit of $19,699,824 at Dec. 31, 2010. A full-text copy of the annual report on Form 10-L is available for free at http://is.gd/aUdqHu About Trans Energy West Virginia-based Trans Energy, Inc. -- http://www.transenergyinc.com/-- is an independent exploration and production company focused on exploring, developing and producing oil and natural gas in the Appalachian Basin. The common shares of the Company are listed for trading on the Over The Counter Bulletin Board under the symbol "TENG". According to the Troubled Company Reporter on Nov. 9, 2010, Trans Energy, Inc., and CIT Capital USA Inc. entered into a forbearance letter agreement on Oct. 29, 2010, whereby CIT agreed to forebear from exercising its rights and remedies against the Company and its property until Dec. 31, 2010. The forbearance relates to a senior secured revolving credit facility. The October Forbearance Letter extends the terms and provisions of the parties' earlier forbearance agreement entered into on July 9, 2010, that extended the forbearance period to Oct. 29, 2010. TREVOR DAVIS: Estranged Wife Wants Chapter 11 Trustee Appointed --------------------------------------------------------------- Diane Davis is seeking appointment of a chapter 11 trustee in the bankruptcy case of her estranged husband, New York real-estate developer Trevor P. Davis. Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that the Davises are in the midst of negotiating a marital settlement as part of their pending divorce, which Trevor Davis says is keeping him from drafting a plan to repay his creditors. According to DBR, Ms. Davis argues that a trustee is warranted in light of the "recklessness, incompetence and gross mismanagement" her husband is allegedly displaying. "A Chapter 11 trustee could step into the debtor's shoes and cause assets to be disposed of in a rational manner," she said in court papers, according to DBR. "If an independent professional is appointed as Chapter 11 trustee, Mrs. Davis believes that this case could come to a quick and rational conclusion with all creditors being paid in full and no further waste of assets would occur." Ms. Palank says Davis cites such alleged wrongs as her husband's refusal to cut costs while spending tens of thousands of dollars on trips to the south of France, Anguilla, South Africa and Geneva. She also accused him of not informing the bankruptcy court of the various non-debtor entities he formed to hold "virtually all" of his personal wealth, thus keeping those assets out of the court's jurisdiction. According to Ms. Palank, Trevor Davis, in court papers filed Thursday, said of allegations that he's hiding assets: "Nothing could be further from the truth." He said the rest of the motion is nothing more than "allegations, exaggerations and half-truths." And he urged the bankruptcy court to see the motion for what he says it truly is: "a continuation of a hotly contested divorce proceeding" filed by "a disgruntled spouse." As for allegations that he's living a lavish lifestyle, Mr. Davis conceded his standard of living "is above that of the average person." However, he said much of his expenses are obligations to his family, like $26,000 in monthly mortgage payments and $11,000 in monthly common charges and real-estate taxes on the home where Diane Davis and their children reside. Trevor Davis added that while he opposes the "drastic" and expensive measure of appointing a trustee, he's prepared to consent to other remedies, like a "reasonable budget." A Manhattan bankruptcy judge will consider the request at an April 20 hearing. Based in New York, Trevor P. Davis filed for Chapter 11 bankruptcy protection on Dec. 21, 2011 (Bankr. S.D.N.Y. Case No. 10-16722). Judge Shelley C. Chapman presides the case. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, represents the Debtor. The Debtor estimated assets of between $50 million and $100 million, and debts of $10 million and $50 million. TRIDIMENSION ENERGY: To Present Plan for Confirmation April 28 -------------------------------------------------------------- Hon. Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, approved the disclosure statement explaining the joint plan of liquidation of TriDimension Energy, L.P., and debtors affiliates. A hearing on the confirmation of the plan will be held on April 28, 2011, at 9:30 a.m., prevailing Central Time. Plan confirmation objections are due April 25. The Plan contemplates the creation of a Liquidating Trust to liquidate certain Liquidating Trust Assets and distribute any remaining funds (after the payment of certain Allowed Claims), in accordance with the Plan, to holders of Allowed Senior Lien Deficiency Claims and Allowed Non-Senior Lien General Unsecured Claims. Under the Plan, holders of Allowed Senior Lien Secured Claims will be paid the Remaining Sale proceeds after the funding of various Reserve Accounts. Holders of Allowed Senior Lien Deficiency Claims will receive their Pro Rata share of (a) Series A Liquidating Trust Interests and (b) distributions of Available Cash from the Series A Distribution Reserve on account of such Liquidating Trust Interests in accordance with the terms of the Plan if and when available for distribution. Holders of Allowed Non-Senior Lien General Unsecured Claims will receive their Pro Rata share of (a) Series B Liquidating Trust Interests and (b) distributions of Available Cash from the Series B Distribution Reserve on account of such Liquidating Trust Interests in accordance with the terms of the Plan if and when available for distribution. All existing Equity Interests in or of the Debtors will be cancelled, terminated and extinguished and, except as set forth in the Plan, will have no rights or Entitlements. Counsel for the L.P. Debtors may be reached at: William L. Wallander, Esq. Clayton T. Hufft, Esq. Beth Lloyd, Esq. Bradley R. Foxman, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel: (214) 220-7700 Fax: (214) 220-7716 E-mail: bwallander@velaw.com chufft@velaw.com blloyd@velaw.com bfoxman@velaw.com Counsel for the GP Debtors may be reached at: Peter Franklin, Esq. Erin K. Lovall, Esq. FRANKLIN SKIERSKI LOVALL HAYWARD LLP 10501 N. Central Expressway, Suite 106 Dallas, TX 75231 Tel: (972) 755-7100 Fax: (972) 755-7110 E-mail: pfranklin@fslhlaw.com elovall@fslhlaw.com A complete text of the Disclosure Statement is available for free at http://bankrupt.com/misc/TriDimensionEnergy.DS.pdf About TriDimension Energy TriDimension Energy, L.P., and seven of its affiliated companies, prior to Dec. 8, 2010, operated in the oil and gas industry. The Debtors' core operations consisted of exploration for, and acquisition, production, and sale of, crude oil and natural gas. Prior to such time, the Debtors held leases covering 165,000 net acres of oil and gas property, operated approximately 150 wells, and held working interests in approximately 300 wells in various portions of Louisiana and Mississippi. On Dec. 8, 2010, the Debtors sold substantially all of their assets to SR Acquisition I, LLC, and ceased their oil and gas and business operations. Tridimension Energy disclosed $37,211,921 in assets and $45,389,239 in liabilities. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). The LP Debtors retained Vinson & Elkins LLP as their bankruptcy and restructuring counsel, and the GP Debtors retained Franklin Skierski Lovall Hayward, LLP, as their bankruptcy and restructuring counsel. The LP Debtors retained Ottinger Herbert, LLC, as their special and conflicts counsel, and Copeland, Cook, Taylor & Bush as their special Mississippi counsel. In May 2010, the Debtors retained FTI Consulting, Inc., to act as the Debtors' financial advisors and assist with the Debtors' sale process. The Debtors have retained The BMC Group, Inc., to serve as their claims and noticing agent, and as their Solicitation Agent. Attorneys at Gardere Wynne Sewell LLP serve as counsel to the Official Committee of Unsecured Creditors. ULTIMATE ACQUISITION: Closes Tigard, All Other Stores ----------------------------------------------------- Geoff Pursinger at the Tualatin Times reported that Ultimate Electronics announced it will close the doors to its Tigard, Oregon store for good, after less than six months in business. The company announced early this month its last day of business would be April 10. Ultimate Electronics filed for Chapter 11 bankruptcy in February, which company executives said would allow them to close under-performing stores and negotiate better leases. Ultimately, however, the retailer announced it would be closing all of its electronics stores across 16 states. About Ultimate Electronics Ultimate Acquisition Partners LP and CC Retail, LLC are specialty retailers of high-end entertainment and consumer electronics with 46 stores in over a dozen states, primarily in the mid-west and western United states. Of the 46 stores, 35 are operated by UAP and 11 are operated by CC Retail. All are operated under the name "Ultimate Electronics". UAP and CC Retail have more than 1,500 full-time and part-time employees. Ultimate Acquisition and CC Retail filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011. Ultimate Acquisition estimated assets and liabilities between $100 million and $500 million. Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford, Esq., and Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer & Weiss, P.C., in Southfield, Mich., serve as the Debtor's bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. An Official Committee of Unsecured Creditors was appointed on Feb. 9, 2011. The Panel has hired BDO USA LLP as its financial advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC as bankruptcy counsel. The Company was given formal approval from the court in February to conduct going-out-of-business sales at all 46 stores. Controlled by Mark J. Wattles, Ultimate decided to liquidate when no one would provide financing for a reorganization. US AIRWAYS: Bankr. Ct. Says $60 Mil. Holcome Claim Not Moot ----------------------------------------------------------- WestLaw reports that a claim against the debtors' jointly administered Chapter 11 estates had not become moot simply because, relying on the fact that a claimant had not obtained a stay pending appeal from an order disallowing her claim, the debtors improperly distributed shares which had been reserved for payment of the claim prior to the conclusion of the appeals process. While recovering shares, which were freely tradeable, was likely impossible, it was possible that the court could fashion alternate relief, such as a money judgment in the claimant's favor. In re U.S. Airways, Inc., --- B.R. ----, 2011 WL 1103891 (Bankr. E.D. Va.) (Mitchell, J.). The Honorable Stephen S. Mitchell entered his Memorandum Opinion on Mar. 22, 2011, resolving two related matters. The first -- on remand from the United States Court of Appeals for the Fourth Circuit -- is the reorganized debtor's objection to Claim No. 3018 filed by Fougere Holcombe in the amount of $60,475,000 for alleged employment discrimination in violation of the Americans with Disabilities Act. The second is Ms. Holcombe's cross-motion to set aside the original order disallowing her claim. Ms. Holcombe's claim was disallowed on April 2, 2007. In re U.S. Airways, Inc., 365 B.R. 624 (Bankr. E.D.Va. 2007). That ruling was affirmed by the United States District Court for this district on November 16, 2007, and on March 5, 2010, was largely affirmed by the United States Court of Appeals for the Fourth Circuit. Holcombe v. U.S. Airways, Inc., 369 Fed. Appx. 424 (4th Cir. 2010). The Court of Appeals, however, did reverse and remand for consideration of whether discriminatory acts had been committed subsequent to confirmation of the plan in the debtor's first chapter 11 case. Id. at 428-29. The District Court, in turn, remanded to the bankruptcy court on June 7, 2010. About US Airways US Airways --http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). As of Sept. 30, 2010, US Airways had $8.006 billion in total assets, $3.049 billion in current liabilities, $4.883 billion in non-current liabilities, and $74 million in stockholders' equity. * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. V-100 LLC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: V-100 LLC 5308 Parklane Drive, Suite 2 P.O. Box 2646 Kearney, NE 68848 Tel: (308) 293-9791 Bankruptcy Case No.: 11-41045 Chapter 11 Petition Date: April 15, 2011 Court: U.S. Bankruptcy Court District of Nebraska (Lincoln Office) Debtor's Counsel: Galen E. Stehlik, Esq. LAURITSEN, BROWNELL, BROSTROM, STEHLIK 724 W. Koenig P.O. Box 400 Grand Island, NE 68802 Tel: (308) 382-8010 Fax: (308) 382-8018 E-mail: galens@lauritsenlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Jeffrey S. Sikes, managing member of Vista Pointe Mall, LLC, sole owner/manager. WATERSCAPE RESORT: Taps Troutman Sanders as Bankruptcy Counsel -------------------------------------------------------------- Waterscape Resort LLC asks for authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Troutman Sanders LLP as bankruptcy counsel, nunc pro tunc to the Petition Date. Troutman Sanders can be reached at: Brett D. Goodman, Esq. Lee William Stremba, Esq. TROUTMAN SANDERS LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Tel: (212) 704-6170 (212) 704-6143 Fax: (212) 704-5966 (212) 704-6137 E-mail: brett.goodman@troutmansanders.com lee.stremba@troutmansanders.com The current standard hourly rates for Troutman are: Professional Rate/Hour ------------ --------- Partners $325-$1,000 Associates & Counsel $215-$600 Paralegals & Law Clerks $135-$290 Troutman Sanders has agreed to discount the amount charged for the types of services to be performed herein by 10%; as reduced, the current hourly billing rates of the attorneys primarily working on this matter will be: Professional Rate/Hour ------------ --------- Mitchel H. Perkiel, Partner $706.50 Lee W. Stremba, Partner $702.00 Mitchel Fenton, Partner $567.00 Farah S. Ahmed, Associate $360.00 Brett D. Goodman, Associate $315.00 James S. Pincow, Associate $247.50 Harriet Cohen, Paralegal $238.50 Reyko Delpino, Paralegal $211.50 To the best of the Debtor's knowledge, Troutman Sanders assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Waterscape Resort Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a Delaware limited liability company formed on or about Jan. 24, 2005. The principal office of the Debtor is at 15 West 34th Street, New York, New York 10001. On July 19, 2005, Waterscape acquired the property, consisting of the three contiguous buildings at 66, 68 and 70 West 45th Street in Manhattan, for the sum of $20 million to develop the property into a 45-storey condominium project including a luxury hotel, a restaurant and luxury residential apartments. The purchase was financed with a $17 million acquisition loan and mortgage from U.S. Bank Association. Construction of the hotel and residential units, given the name Cassa NY Hotel and Residences, commenced in July 2007. By the end of September 2010, the hotel and residential units were completed. The Debtor generates its revenue from guests who stay at the hotel and in the Debtor's residential condominium units, and from sales of unsold residential condominium units. The Debtor's hotel and rental business has produced gross revenues of approximately $17 million to $18 million on an annual basis, and by the end of September 2010, the Debtor had sold five residential apartment units for a total of approximately $12,710,340. The Debtor's Cassa NY Hotel and Residences features 165 hotel rooms, and above the hotel units, 57 residences. The Debtor's restaurant will occupy the first level below ground, but will be visible from the ground floor hotel lobby. The Debtor's restaurant is not yet open for business. The Debtor has for several months been embroiled in litigation with numerous contractors and subcontractors who have asserted alleged mechanics lien claims against the Property totaling approximately $20 million. As of the Petition Date, the Debtor had outstanding approximately $134.4 million of secured loan principal obligations under credit facilities with US Bank and USB Capital Resources, Inc. The debt is secured by liens upon all of the assets of the Debtor, including mortgages on the Debtor's real property, together with liens on all rents, proceeds and cash of the Debtor, pledges of member interests in Waterscape, and guarantees by Waterscape members and other third-party grantors. The Debtor's secured debt was incurred under three separate agreements for: (i) an acquisition and project loan; (ii) a construction loan; and (iii) a mezzanine loan; each of which was made in connection with the acquisition or development of the Debtor's property. Over the last several months, the Debtor engaged in extensive negotiations with the Secured Lenders regarding the parameters of a comprehensive restructuring. The Debtor also engaged in extensive marketing efforts and negotiations to sell its hotel assets to a non-insider buyer. The restructuring discussions between the Debtor and the Secured Lenders reached an impasse, and on March 21, 2011, UBS, the junior of the two Secured Lenders, filed a foreclosure action against the Debtor in the Supreme Court of the State of New York, County of New York. The Debtor then filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11593) on April 5, 2011. The Debtor estimated its assets and debts at $100 million to $500 million. WAYSIDE RD.: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Wayside Rd. Assoc., LLC dba Wayside Road Associates 734 Mattison Avenue Asbury Park, NJ 07712-7021 Bankruptcy Case No.: 11-21699 Chapter 11 Petition Date: April 15, 2011 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: Peter Broege, Esq. BROEGE, NEUMANN, FISCHER & SHAVER 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 E-mail: pbroege@bnfsbankruptcy.com Scheduled Assets: $2,425,000 Scheduled Debts: $1,504,280 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/njb11-21699.pdf The petition was signed by Henry V. Vaccaro, managing member of Neverland Assoc., managing member. WECK CORP: Creditors Will Get 3% to 7% Under Liquidation Plan ------------------------------------------------------------- The Weck Corporation, doing business as Gracious Home, and its debtor-affiliates delivered a proposed Chapter 11 plan of liquidation and an explanatory disclosure statement to the U.S. Bankruptcy Court for the Southern District of New York. The Plan will facilitate the liquidation of the Debtors' estates and the distribution of their remaining assets -- principally cash -- to holders of allowed claims. Under the Plan, among other things, holders of unsecured claims are expected to recover between 3% and 7% of their allowed claim. Each holder paid its pro rata distribution of the liquidated assets of the estates after the payment of the administrative claims, priority claims, secured claims and plan expenses. Equity interest will be deemed canceled. A full-text copy of the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?7596 A full-text copy of the Chapter 11 Plan of Liquidation is available for free at http://ResearchArchives.com/t/s?7597 About The Weck Corporation The Weck Corporation filed for Chapter 11 bankruptcy protection on August 13, 2010 (Bankr. S.D.N.Y. Case No. 10-14349). Mark T. Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353), Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate Chapter 11 petitions on August 13, 2010. WESTCLIFF MEDICAL: Exclusive Plan Filing Deadline Moved to June 13 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, gave Westcliff Medical Laboratories, Inc., and its debtor affiliates until June 13 to file their plan of reorganization and until August 12 to solicit acceptances of that plan. Santa Ana, California-based Westcliff Medical was, prior to the sale of substantially all of its assets, which closed on June 16, 2010, the operator of approximately 170 branded, stand-alone, patient service center laboratories and STAT labs. Westcliff filed a Chapter 11 petition on May 19, 2010, in Santa Ana, California (Bankr. C.D. Calif. Case No. 10-16743). Ron Bender, Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, in Los Angeles, Calif., assist the Debtor in its restructuring effort. In its schedules, the Debtor listed $61,210,303 in assets and $66,244,135 in liabilities. Parent BioLabs Inc. also filed for Chapter 11. The parent has no assets aside from owning Westcliff. WEST CORP: No Public Market of Common Shares Exists --------------------------------------------------- West Corporation filed with the U.S. Securities and Exchange Commission Amendment No. 5 to Form S-1 registration statement regarding an initial public offering of shares of common stock of the Company. No public market for the Company's common stock has existed since the Company's recapitalization in 2006. A full-text copy of the Amended Prospectus is available for free at http://is.gd/BfONFv About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. The Company's balance sheet at Dec. 31, 2010 showed $3.00 billion in total assets, $4.04 billion in total liabilities, $1.50 billion in commitments and contingencies, and a $2.54 billion stockholders' deficit. The Company reported net income of $60.30 million on $2.39 billion of revenue for the year ended Dec. 31, 2010, compared with net income of $90.97 million on $2.38 billion of revenue during the prior year. * * * West Corp. carries a 'B2' corporate rating from Moody's and 'B+' corporate rating from Standard & Poor's. Moody's Investors Service upgraded the ratings on West Corporation's existing senior secured term loan to Ba3 from B1 and the rating on $650 million of existing senior notes due 2014 to B3 from Caa1 upon the closing of its recent refinancing transactions. Concurrently, Moody's affirmed all other credit ratings including the B2 Corporate Family Rating and B2 Probability of Default Rating. The rating outlook is stable. Standard & Poor's Ratings Services assigned Omaha, Neb.-based business process outsourcer West Corp.'s proposed $650 million senior unsecured notes due 2019 its 'B' issue-level rating (one notch lower than the 'B+' corporate credit rating on the company). The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. The company will use proceeds from the proposed transaction and some cash on the balance sheet to redeem its $650 million 9.5% senior notes due 2014. WESTERN APARTMENT: Taps O'Connor Playdon as General Counsel ----------------------------------------------------------- Western Apartment Supply & Maintenance Co. asks for authorization from the U.S. Bankruptcy Court for the District of Hawaii to employ the law firm of O'Connor Playdon & Guben LLP as general counsel. O'Connor Playdon can be reached at: Jeffery S. Flores, Esq. Jerrold K. Guben, Esq. O'CONNOR PLAYDON & GUBEN LLP Pacific Guardian Center Makai Tower, Suite 2400 733 Bishop Street Honolulu, HI 96813 Tel: (808) 524-8350 Fax: (808) 531-8628 E-mail: jsf@opglaw.com jkg@opglaw.com O'Connor Playdon has received a $50,000 retainer in this matter. The $50,000 has been deposited in the O'Connor Playdon client trust account and won't be transferred to the firm's general account until authorized by the Court. Jerold K. Guben, Esq., a partner at O'Connor Playdon, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Western Apartment Supply & Maintenance Company owns and operates the Days Inn Maui Oceanfront Inn at 2980 S. Kihei Road, Kihei, Maui Hawaii. It filed a Chapter 11 petition (Bankr. D. Hawaii Case No. 11-00941) in Honolulu, Hawaii, on April 5, 2011. It estimated assets and debts between $10 million and $50 million. This is the third time Western Apartment has sought bankruptcy protection. It first filed a Chapter 11 petition (Case No. 04- 00072) in January 2004 then returned to Chapter 11 (Case No. 06- 00459) in July 2006. Both cases were dismissed and Western Apartment continued to operate the hotel. WESTMORELAND COAL: Amends Form S-1 for 3,766,715 Shares ------------------------------------------------------- Westmoreland Coal Company filed a Post-Effective Amendment No. 4 to Form S-1 to update its registration statement on Form S-1, which was initially declared effective by the Securities and Exchange Commission on May 22, 2009, (i) to include the information contained in certain periodic filings filed with the SEC, and (ii) make certain other updating revisions. The prospectus relates to the resale, from time to time, by selling securityholders of 3,766,715 shares of Westmoreland Coal Company common stock. Shares of common stock offered by selling securityholders consist of: (a) 1,877,946 shares acquired upon conversion of 9% senior secured convertible promissory notes; (b) 1,403,761 shares purchased by certain selling securityholders in the open market; (c) 6,318 shares issuable upon conversion of depositary shares representing fractional interests in our Series A Preferred Stock purchased by a selling securityholder in the open market; and (e) 478,690 shares that have been or will be contributed by the Company to the Westmoreland Coal Company Retirement Plan Trust from time to time in satisfaction of certain funding obligations the Company has to the trust. The selling securityholders received the securities in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. All securities, except for those being contributed to the Westmoreland Retirement Plan Trust, are being registered pursuant to registration rights agreements with selling securityholders. The prices at which the selling securityholders may sell the securities will be determined by prevailing market prices or through privately negotiated transactions and the selling securityholders will be responsible for any discounts or commissions due to brokers or dealers. The Company will not receive proceeds from the sale of the securities. The Company has agreed to bear the expenses of registering the securities covered by this prospectus and any prospectus supplements. The securities are being registered to permit the selling securityholders to sell the securities from time to time in the public market. The selling securityholders may sell the securities through ordinary brokerage transactions or through any other means described in the section titled "Plan of Distribution." The Company does do not know when or in what amount the selling securityholders may offer the securities for sale. The selling securityholders may sell any, all or none of the securities offered by this prospectus. The Company's common stock is listed on NYSE Amex under the symbol "WLB." On April 6, 2011, the last reported sale price of the Company's common stock on the NYSE Amex was $15.29 per share. A full-text copy of the Amended Prospectus is available for free at http://is.gd/IMjTrN About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. The Company reported a net loss of $3.2 million on $506.1 million of revenues for 2010, compared with a net loss of $29.2 million on $443.4 million of revenues for 2009. Operating income was $20.5 million in 2010 compared to a loss of $31.8 million in 2009. The Company's balance sheet at Dec. 31, 2010, showed $750.3 million in total assets, $912.7 million in total liabilities, and a stockholders' deficit of $162.4 million. * * * As reported in the TCR on March 4, 2011, Standard & Poor's Ratings Services said that it assigned a 'CCC+' corporate credit rating to Colorado Springs, Colorado-based Westmoreland Coal Co. The rating outlook is stable. WOLVERINE TUBE: Seeks Exclusivity Extension After PBGC Deal ----------------------------------------------------------- Wolverine Tube Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to solicit acceptances of its Chapter 11 plan of reorganization until July 15, 2011. A hearing is set for May 16, 2011, at 2:00 p.m., to consider the Debtors' request for extension of time. Objections, if any, are due May 9, 2011. Among other things, the Plan provides for a significant deleveraging of the Debtors' balance sheet -- including the conversion of more than $100 million of notes to equity -- and contemplates that general unsecured claims will be satisfied in the ordinary course of business of otherwise rendered unimpaired. According to the Debtors, the Pension Benefit Guaranty Corporation objected to their disclosure statement explaining their plan. The parties have been in talks over several months in an effort to reach a consensual treatment of PBGC's claims. As reported by the Troubled Company Reporter on April 15, 2011, Bankruptcy Law360 said Wolverine Tube filed its first Chapter 11 joint plan for reorganization on Wednesday after reaching a settlement agreement with its pension plan manager the Pension Benefit Guaranty Corp. Law360 said cash payments under the plan will be funded by, among other things, Wolverine's business operations or the sale of assets, according to the proposed plan, filed in bankruptcy court. As reported in the TCR on April 12, 2011, Wolverine Tube signed a memorandum of understanding with the PBGC relating to a settlement of claims asserted by the PBGC. When it filed for bankruptcy, the Debtors filed a prearranged chapter 11 plan proposing to pay unsecured creditors in full and turning ownership of the reorganized company over to their noteholders. About Wolverine Tube Huntsville, Alabama-based Wolverine Tube, Inc., is a global manufacturer and distributor of copper and copper alloy tube, fabricated products, and metal joining products. The Company currently operates seven facilities in the United States, Mexico, China, and Portugal. It also has distribution operations in the Netherlands and the United States. Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13522) on Nov. 1, 2010. Mark E. Felger, Esq., and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor. Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer Rose LLP, serve as the Debtor's special corporate and tax counsel. Deloitte Financial Advisory Services LLP is the Debtor's financial advisor. Donlin Recano & Company, Inc., is the Debtor's claim agent. The Debtor disclosed $115 million in total assets and $237 million in total debts at the time of the filing. Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523), Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed separate Chapter 11 petitions. No official committee of unsecured creditors has been appointed in the case. XSTREAM SYSTEMS: Organizational Meeting Set for April 21 -------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on April 21, 2011, at 10:00 a.m. in the bankruptcy case of Xstream Systems, Inc. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Sebastian, Florida-based XStream Systems, Inc., filed for Chapter 11 bankruptcy protection on April 8, 2011 (Bankr. D. Del. Case No. 11-11086). Jamie Lynne Edmonson, Esq., at Bayard PA, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $500,001 to $1 million and debts at $1 million to $10 million. ZALE CORP: SEC Completes Investigation, Takes No Action ------------------------------------------------------- The Staff of the Fort Worth office of the Securities and Exchange Commission notified Zale Corporation that the Staff has completed its investigation of the Company and does not intend to recommend any enforcement action by the SEC. The investigation commenced in October 2009 and was previously disclosed in the Company's public filings. According to the Dallas Business Journal, the investigation relates to errors made in the Company's 2009 fiscal year statements. "We are pleased to announce that the SEC has concluded its investigation," said Theo Killion, chief executive officer. "We are glad to share with our investors and employees that this matter is now behind us as we continue to focus on returning our business to profitability." About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ Zale reported a net loss of $93.67 million on $1.62 billion of revenues for the year ended July 31, 2010, compared with a net loss of $166.35 million on $1.78 billion of revenues for the same period a year ago. As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. The Company's balance sheet at Jan. 31, 2011 showed $1.20 billion in total assets, $960.97 million in total liabilities and $244.01 million in total stockholders' investment. * 6 Lenders Fail Friday as Year's Closings Reach 34 --------------------------------------------------- Superior Bank, with $3 billion in assets, is the biggest lender to be shut this year. Superior Bank, in Birmingham, Alabama, is among six banks that were closed by regulators Friday and sent to receivership to the Federal Deposit Insurance Corp. A total of 34 FDIC-insured institutions have failed in the nation this year. Superior Bank, N.A., Birmingham, Alabama, a newly-chartered bank subsidiary of Community Bancorp LLC, Houston, Texas, signed an agreement with the FDIC to assume all of the deposits of Superior Bank. The six failures Friday drained $588.1 million from the FDIC's deposit-insurance fund. The failures include Nexity Bank, which had $793.7 million in assets. AloStar Bank of Commerce, a newly chartered bank, signed a deal with the FDIC to assume all of the deposits of Nexity Bank. The four other banks were also sold to other lenders. Trustmark National Bank, Jackson, Mississippi, agreed to assume all of the deposits of Heritage Banking Group, Carthage, Mississippi. Central Bank, Stillwater, Minnesota, agreed to assume all of the deposits of Rosemount National Bank, Rosemount, Minnesota. Citizens South Bank, Gastonia, North Carolina, is assuming all of the deposits of New Horizons Bank, East Ellijay, Georgia. Hamilton State Bank, Hoschton, Georgia, agreed to assume all of the deposits of Bartow County Bank, Cartersville, Georgia. Private Equity Funds Dakin Campbell at Bloomberg News notes that community banks backed by private-equity funds purchased at least two lenders Friday. Hamilton State Bancshares Inc. and Community Bancorp LLC, which together raised more than $1.2 billion for acquisitions, bought failed lenders in Alabama and Georgia. Community Bancorp purchased Superior Bank of Birmingham, Alabama. "This transaction represents a sound strategic move for Community Bancorp and an exciting growth opportunity," Chief Executive Officer Paul B. Murphy Jr. said in a statement. "We continue to build our competitive banking franchise in the Southeast." Bloomberg recounts that Community Bancorp completed a $1 billion capital raise in November. Mr. Murphy, a former Zions Bancorporation executive, runs the company with former JPMorgan Chase & Co. Chairman William B. Harrison, the architect of one of the biggest bank mergers in U.S. history, the $58 billion purchase of Bank One in 2004. Hamilton State, which acquired $304.1 million in total deposits of Cartersville, Georgia-based Bartow County Bank, is backed by Angelo Gordon & Co. and Tailwind Capital LLC, the New York-based firms that invested $60 million each in the Hoschton, Georgia- based lender earlier this year, according to a statement. Hamilton completed the $231.6 million private placement in February. AloStar Bank, which acquired Nexity Bank, was started by Michael J. Gillfillan, a former Wells Fargo & Co. chief credit officer, and former SunTrust Banks Inc. executive Andrew McGhee, founder of Atlanta-based private-equity firm Archway Equity Partners. 2011 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ----------- ----------------- ------------ Heritage Banking $224.0 Trustmark National $49.1 Rosemount National $37.6 Central Bank $3.6 Nexity Bank $793.7 AloStar Bank of Commerce $175.4 New Horizons Bank $110.7 Citizens South Bank $30.9 Bartow County Bank $330.2 Hamilton State Bank $69.5 Superior Bank $3,000.0 Superior Bank, N.A. $259.6 Nevada Commerce Bank $144.9 City National Bank $31.9 Western Springs $186.8 Heartland Bank $31.0 Bank of Commerce $163.1 Advantage National $41.9 Legacy Bank $190.4 Seaway Bank and Trust $43.5 First Nat'l Bank of Davis $90.2 The Pauls Valley National $26.5 Valley Community Bank $123.8 First State Bank $22.8 Citizens Bank $214.3 Heritage Bank $59.4 San Luis Trust $332.6 First California $96.1 Habersham Bank $387.6 SCBT National $90.3 Charter Oak Bank $120.8 Bank of Marin $21.8 Sunshine State $125.5 Premier American $30.0 Badger State Bank $83.8 Royal Bank $17.5 Canyon National $210.9 Pacific Premier Bank $10.0 Peoples State Bank $390.5 First Michigan Bank $87.4 American Trust Bank $238.2 Renasant Bank $71.5 Community First $51.1 Northbrook Bank $11.7 North Georgia Bank $153.2 BankSouth $35.2 First Community Bank $2,310.0 U.S. Bank, N.A. $260.0 FirsTier Bank $781.5 No Acquirer $242.6 Evergreen State $246.5 McFarland State $22.8 The First State Bank $43.5 Bank 7 $20.1 The Bank of Asheville $195.1 First Bank $56.2 CommunitySouth Bank $440.6 Certus Bank $46.3 Enterprise Banking $100.9 [No Acquirer] $39.6 United Western Bank $2,050.0 First-Citizens Bank $312.8 Oglethorpe Bank $230.6 Bank of the Ozarks $80.4 Legacy Bank, Arizona $150.6 Enterprise Bank & Trust $27.9 First Commercial Bank $598.5 First Southern Bank $78.0 In 2010, there were 157 failed banks, compared with 140 in 2009 and just 25 for 2008. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 884 Banks in Problem List The FDIC said for all of 2010, mergers absorbed 197 institutions, while 157 insured commercial banks and savings institutions failed. This is the largest annual number of bank failures since 1992, when 181 institutions failed. The number of institutions on the FDIC's "Problem List" increased from 860 in the third quarter to 884 in the fourth quarter. There were 775 banks on the list at the end of the first quarter and 829 at June 30. Total assets of "problem" institutions increased from $379 billion at Sept. 30, 2010, to $390 billion at the end of the fourth quarter. The assets though are below the $403 billion reported at year-end 2009. FDIC Chairman Sheila C. Bair notes the rate of increase in the number of "problem" banks has declined in each of the past four quarters. Thirty insured institutions failed during the fourth quarter, bringing the total number of failures for the full year to 157. "As we have repeatedly stated, we believe that the number of failures peaked in 2010, and we expect both the number and total assets of this year's failures to be lower than last year's," added Bair. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2010 884 $390,017 157 $92,085 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 Federal regulators assign a composite rating to each financial institution, based upon an evaluation of financial and operational criteria. The rating is based on a scale of 1 to 5 in ascending order of supervisory concern. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. Depending upon the degree of risk and supervisory concern, they are rated either a "4" or "5." The number and assets of "problem" institutions are based on FDIC composite ratings. Prior to March 31, 2008, for institutions whose primary federal regulator was the OTS, the OTS composite rating was used. * Regional Banks Still in "Precarious and Difficult," Analyst Says ------------------------------------------------------------------ Robin Sidel, writing for The Wall Street Journal, reports that many regional banks still are wrestling with the fallout from credit that they extended to borrowers before the financial crisis, even though loan delinquencies and defaults are declining. They are concentrated in fewer geographic areas and have fewer lines of business to cushion them. "The smaller names are certainly in a very precarious and difficult position because their credit problems are enormous," says Gerard Cassidy, an analyst at RBC Capital Markets. The Journal relates nearly 12% of the nation's 7,657 banks were on the Federal Deposit Insurance Corp.'s "problem list" at the end of December, up to 884 during the fourth quarter of 2010 from 860 the prior three months. The FDIC doesn't publicly release the names of the struggling institutions, but they are believed to be regional and community banks, the Journal says. "The regulators are now looking at the second and third tiers of these banks," said Mark Kanaly, a partner at law firm Alston & Bird LLP in Atlanta, according to the Journal. "All of them have been given a chance to recover." * Big Banks Face Fines for Foreclosure Mess ------------------------------------------- American Bankruptcy Institute reports that the Federal Reserve Board and banking regulators have formally accused 14 mortgage servicers of engaging in "unsafe and unsound" practices in residential loan and foreclosure processing, announcing settlements that immediately require major procedural changes and will eventually include monetary damages. * Two Defaults Last Week Drive S&P's Global Tally to 6 ------------------------------------------------------ U.S.-based Liz Claiborne Inc. and Canada-based Cinram International Inc. completed distressed exchange offers last week, raising the 2011 global corporate default tally to six, said an article published Friday by Standard & Poor's, titled "Global Corporate Default Update (April 8 - 14, 2011) (Premium)." Four of this year's defaults were based in the U.S., one was based in the Czech Republic, and one was based in Canada. By comparison, 30 global corporate issuers had defaulted by this time in 2010 (21 U.S.-based issuers, one European issuer, two issuers from the emerging markets, and six in the other developed region, which consists of Australia, Canada, Japan, and New Zealand). "So far in 2011, two entities have defaulted because of distressed exchange offers, and another four defaulted because of missed interest or principal payments, which were among the top reasons for default last year," said Diane Vazza, head of Standard & Poor's Global Fixed Income Research. Of the defaults in 2010, 28 resulted from missed interest or principal payments, 25 resulted from Chapter 11 and foreign bankruptcy filings, 23 from distressed exchanges, three from receiverships, one from regulatory directives, and one from administration. Following a year of record-setting highs in terms of global corporate default statistics, 2010 provided the markets with a noticeable reversal. In 2010, 81 global corporate issuers defaulted, down from the record high of 265 in 2009. None of the 81 defaulters began the year rated investment grade. The debt amount affected by these defaults fell to $95.7 billion, also considerably lower than in 2009. * S&P: Consumers Starting to Releverage While Still Deleveraging ---------------------------------------------------------------- U.S. consumers are continuing to reduce their revolving credit debt, and deleveraging as a result, according to a recent report published April 8, 2011, by Standard & Poor's Ratings Service. Based on the U.S. Federal Reserve's April 7, 2011, Consumer Credit data, revolving debt fell 4.1% in February. However, the month also saw nonrevolving debt up 7.7%, and the overall seasonally adjusted nonmortgage consumer credit outstanding in February increased at an annualized rate of 3.8%. These positive trends, which we have been seeing since August 2010, may be a sign that U.S. consumers are beginning to releverage. In fact, the seasonally adjusted amount of nonrevolving debt is currently above its mid-2008 peak and at a historical high. Most of February's growth in nonrevolving credit reflects government lending for student loans. "For the past six month, overall consumer credit has been on the rise, increasing $7.6 billion to $2.42 trillion in February from January. In our view, these increases suggest that we have started to see the end of deleveraging, especially in the nonrevolving consumer sector," said research analyst Erkan Erturk. "Nonrevolving credit outstanding (mainly auto and student loans) rose $10.3 billion (7.7%) in February to $1.63 trillion. This growth suggests that U.S. consumers may be releveraging as they have started to increase their nonmortgage nonrevolving debt." Despite the recent releveraging of nonrevolving debt, revolving debt decreased $180 billion (18.5%) from it peaked in mid-2008, which suggests continued deleveraging in consumer revolving credit. In addition, total consumer debt (excluding mortgages) remains well below its peak level, declining $162 billion, or 6.3%, in February from its mid-2008 peak. Shrinking debt has spurred reductions in the household debt service levels, as well as in the ratio of debt payments and other obligations to disposable personal income. Consequently, household balance sheets are improving, which is consistent with the trends we see in the declining consumer credit default rates (according to the S&P/Experian Default Indices). Overall, deleveraging and improved consumer collateral performance are both helpful for the performance of existing consumer asset-backed securities (ABS) transactions. However, ABS issuance is likely to suffer as the outstanding consumer debt continues to shrink. * S&P: US CLO Performance Still Improving in 2011 ------------------------------------------------- Performance among U.S. collateralized loan obligation transactions continued to strengthen in 2011, according to a recent report published by Standard & Poor's. "One speculative-grade obligor defaulted in January and one in February, both of which had negligible exposure in U.S. CLOs," said credit analyst Jayashree Subramanian. "All of the CLO cohorts that we track in our index carried a lower level of defaulted assets." Speculative-grade upgrades outpaced downgrades, with 18 upgrades and 12 downgrades during the month. Standard & Poor's monthly CLO Index Report highlights a number of key risk areas for these transactions, including rating migration within the underlying collateral portfolios and changes in the levels of senior and subordinate par coverage ratios and interest coverage ratios, as well as other information relevant to the sector. The full report, "February 2011 U.S. CLO Index Report: Lower Defaults And Speculative-Grade Upgrades Uplifted CLO Performance," was published April 12, 2011, on RatingsDirect on the Global Credit Portal. * BOND PRICING -- For Week From April 11 to 15, 2011 ---------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ ------- --------- AHERN RENTALS 9.250% 8/15/2013 48.0 AMBAC INC 5.950% 12/5/2035 10.8 AMBAC INC 6.150% 2/7/2087 1.3 AMBAC INC 7.500% 5/1/2023 10.8 AMBAC INC 9.500% 2/15/2021 10.8 AMBASSADORS INTL 3.750% 4/15/2027 43.5 BANK NEW ENGLAND 9.875% 9/15/1999 13.5 BANKUNITED FINL 6.370% 5/17/2012 5.5 CAPMARK FINL GRP 5.875% 5/10/2012 48.0 DUNE ENERGY INC 10.500% 6/1/2012 71.5 EDDIE BAUER HLDG 5.250% 4/1/2014 4.0 FAIRPOINT COMMUN 13.125% 4/2/2018 1.1 FIRST UNION CAPI 7.935% 1/15/2027 102.4 FORD MOTOR CRED 7.500% 4/25/2011 99.3 FRANKLIN BANK 4.000% 5/1/2027 5.2 GENERAL MOTORS 7.125% 7/15/2013 25.6 GENERAL MOTORS 7.700% 4/15/2016 25.7 GENERAL MOTORS 9.450% 11/1/2011 29.0 GREAT ATLA & PAC 6.750% 12/15/2012 34.1 GREAT ATLANTIC 9.125% 12/15/2011 30.8 HARRY & DAVID OP 9.000% 3/1/2013 24.0 HORIZON LINES 4.250% 8/15/2012 84.8 KEYSTONE AUTO OP 9.750% 11/1/2013 41.4 LEHMAN BROS HLDG 4.500% 8/3/2011 23.8 LEHMAN BROS HLDG 4.800% 3/13/2014 24.7 LEHMAN BROS HLDG 5.000% 2/11/2013 23.3 LEHMAN BROS HLDG 5.000% 3/27/2013 24.3 LEHMAN BROS HLDG 5.000% 8/5/2015 23.5 LEHMAN BROS HLDG 5.100% 1/28/2013 24.1 LEHMAN BROS HLDG 5.150% 2/4/2015 24.3 LEHMAN BROS HLDG 5.250% 2/11/2015 24.0 LEHMAN BROS HLDG 5.625% 1/24/2013 25.6 LEHMAN BROS HLDG 5.750% 5/17/2013 23.8 LEHMAN BROS HLDG 6.000% 7/19/2012 24.8 LEHMAN BROS HLDG 6.000% 6/26/2015 24.0 LEHMAN BROS HLDG 6.000% 12/18/2015 24.3 LEHMAN BROS HLDG 6.625% 1/18/2012 24.3 LEHMAN BROS HLDG 8.050% 1/15/2019 24.3 LEHMAN BROS HLDG 8.500% 8/1/2015 23.1 LEHMAN BROS HLDG 8.800% 3/1/2015 24.6 LEHMAN BROS HLDG 8.920% 2/16/2017 25.8 LEHMAN BROS HLDG 9.500% 12/28/2022 23.5 LEHMAN BROS HLDG 9.500% 1/30/2023 24.5 LEHMAN BROS HLDG 9.500% 2/27/2023 23.4 LEHMAN BROS HLDG 10.000% 3/13/2023 24.4 LEHMAN BROS HLDG 10.375% 5/24/2024 23.0 LEHMAN BROS HLDG 11.000% 6/22/2022 23.3 LEHMAN BROS HLDG 11.000% 8/29/2022 24.4 LEHMAN BROS HLDG 11.000% 3/17/2028 23.8 LEHMAN BROS HLDG 12.120% 9/11/2009 5.4 LEHMAN BROS HLDG 22.650% 9/11/2009 24.0 LEHMAN BROS INC 7.500% 8/1/2026 14.0 LOCAL INSIGHT 11.000% 12/1/2017 0.8 LTX-CREDENCE 3.500% 5/15/2011 90.0 MAJESTIC STAR 9.750% 1/15/2011 21.5 NEWPAGE CORP 10.000% 5/1/2012 61.3 NEWPAGE CORP 12.000% 5/1/2013 33.0 RASER TECH INC 8.000% 4/1/2013 29.8 RESTAURANT CO 10.000% 10/1/2013 15.2 RIVER ROCK ENT 9.750% 11/1/2011 88.9 SBARRO INC 10.375% 2/1/2015 20.6 TEXAS COMP/TCEH 7.000% 3/15/2013 29.0 THORNBURG MTG 8.000% 5/15/2013 3.0 TIMES MIRROR CO 7.250% 3/1/2013 46.0 TOUSA INC 9.000% 7/1/2010 19.0 TRANS-LUX CORP 8.250% 3/1/2012 16.6 TRANS-LUX CORP 9.500% 12/1/2012 15.3 TRICO MARINE 3.000% 1/15/2027 4.8 VIRGIN RIVER CAS 9.000% 1/15/2012 48.0 WASH MUT BANK FA 5.650% 8/15/2014 0.3 WCI COMMUNITIES 7.875% 10/1/2013 0.5 WOLVERINE TUBE 15.000% 3/31/2012 40.2 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDFformat. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2011. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***